Form 8-K

8-K — MOBIX LABS, INC

Accession: 0001493152-26-027993

Filed: 2026-06-10

Period: 2026-06-09

CIK: 0001855467

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Other Events

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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): June 9, 2026

MOBIX

LABS, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-40621

98-1591717

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

Venture, Suite 220

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

Capital 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 ☒

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

8.01 Other Events.

Business

Update

Mobix

Labs, Inc. (the “Company”) is providing the following business update regarding certain previously disclosed and anticipated

corporate matters.

Vision

Aerial Letter of Intent and Ongoing Negotiations

previously announced, the Company has entered into a non-binding letter of intent with Vision Aerial, Inc. (“Vision Aerial”)

regarding a potential acquisition of Vision Aerial by the Company. The Company is currently engaged in active negotiations with Vision

Aerial regarding definitive transaction documents.

The

parties have not entered into a definitive acquisition agreement, and the proposed transaction remains subject to, among other things,

completion of due diligence, negotiation and execution of definitive agreements, approval by the parties’ respective governing

bodies, satisfaction of closing conditions to be set forth in any definitive agreements, and, if applicable, the availability of financing

and receipt of any required stockholder, regulatory, exchange or third-party approvals.

Vision

Aerial has publicly announced that it has experienced increasing revenue and backlog. The Company is continuing to conduct due diligence

with respect to Vision Aerial, including with respect to its business, financial condition, operations, customer relationships, backlog,

prospects and liabilities. There can be no assurance that the Company and Vision Aerial will enter into definitive agreements, that any

proposed transaction will be consummated, or that any proposed transaction, if consummated, will be consummated on the terms currently

contemplated or at all.

Kips

Transaction; Anticipated Corrective Amendment and Resale Registration Statement

previously disclosed by the Company, on its Form 10-Q filed May 19, 2026 with the Securities and Exchange Commission, the Company entered

into certain transaction documents with Kips Bay Select LP (“Kips”) relating to a financing transaction (the “Kips

Transaction”). The Company expects to enter into an amendment to the previously disclosed transaction documents for the purpose

of correcting certain scrivener’s errors.

The

Company does not expect the amendment to modify the material economic terms of the Kips Transaction, the number of securities issuable

in the Kips Transaction, the consideration payable, or the principal rights and obligations of the parties.

The

Company also expects to file a registration statement on Form S-1 to register the resale of shares of the Company’s common stock,

including approximately 3,300,000 shares for Kips and an aggregate of approximately 1,239,613 shares for five other selling stockholders.

The filing, timing and effectiveness of the registration statement will be subject to the requirements of the Securities Act of 1933,

as amended, and review by the Securities and Exchange Commission. There can be no assurance as to when or whether the registration statement

will be filed or declared effective.

Expected

Stockholder Meeting and Proxy Proposals

The

Company expects to hold a meeting of stockholders in July 2026. At the meeting, the Company expects to request that stockholders approve,

among other matters:

1. the

issuance of shares of the Company’s common stock to Kips in connection with the Company’s

previously disclosed May 19, 2026 transaction;

2. an

amendment to the Company’s certificate of incorporation to remove certain restrictions

on the issuance of shares of the Company’s Class B common stock;

3. an

increase in the number of shares available for issuance under the Company’s equity

incentive award plan; and

4. the

issuance of a specified number of shares of the Company’s common stock, or securities

convertible into or exercisable for common stock, for purposes of future fundraising transactions

and acquisitions.

The

Company has not yet filed preliminary or definitive proxy materials for the expected stockholder meeting. The specific terms of the proposals,

including the number of shares subject to the proposals and the full text of any proposed charter amendment or equity incentive plan

amendment, will be set forth in the Company’s proxy materials when filed with the Securities and Exchange Commission.

The

Company’s board of directors has not provided any assurance that the expected stockholder meeting will occur on the anticipated

timeline or that the proposals described above will be approved by stockholders. If the Company does not obtain the required stockholder

approvals, the Company’s ability to complete certain financing transactions, issue securities in connection with acquisitions,

including the potential Vision Aerial transaction, or implement certain corporate-governance and compensation-related matters may be

limited.

Expected

Financing Activities

The

Company expects to seek to raise additional capital in the near future to support potential mergers and acquisitions activity, including

the potential Vision Aerial transaction, and for working capital and general corporate purposes. The Company has not entered into definitive

agreements for any such financing transactions, and the structures, terms, timing, size, pricing, investors, securities to be issued

and conditions of any such transactions are currently unknown and subject to market conditions and further negotiation.

Any

such financing transactions may involve the issuance of equity, equity-linked securities, debt securities, convertible securities, warrants

or other instruments, and may result in dilution to existing stockholders. There can be no assurance that the Company will be able to

raise capital on acceptable terms, in a timely manner, or at all.

Litigation

Settlements and Debt Reduction

The

Company has recently settled two lawsuits and satisfied approximately $3.74 million of debt liabilities. The Company believes these settlements

and debt satisfaction transactions reduce outstanding liabilities and related uncertainty. Except as previously disclosed by the Company,

there have been no material developments in the Company’s related litigation matters.

Forward-Looking

Statements

This

Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements

include, but are not limited to, statements regarding the Company’s potential acquisition of Vision Aerial; negotiations regarding

definitive transaction documents; completion of due diligence; the potential execution of definitive agreements; potential financing

transactions; anticipated use of proceeds; the anticipated filing of a resale registration statement; the anticipated timing and effectiveness

of any registration statement; the anticipated stockholder meeting; anticipated proxy proposals; potential issuances of securities; potential

amendments to the Company’s certificate of incorporation and equity incentive plan; the potential impact of stockholder approvals

or failure to obtain stockholder approvals; the expected impact of litigation settlements and debt reduction; and the Company’s

expectations, plans and objectives.

Forward-looking

statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results

to differ materially from those expressed or implied by such statements. These risks and uncertainties include, among others, risks related

to the Company’s ability to negotiate and enter into definitive agreements with Vision Aerial; complete due diligence; obtain required

approvals; satisfy closing conditions; obtain financing; raise additional capital on acceptable terms or at all; file and obtain effectiveness

of a registration statement; obtain stockholder approval of the anticipated proxy proposals; complete future acquisitions or financing

transactions; integrate any acquired business; realize expected benefits from any transaction; manage litigation, liabilities, liquidity

and working capital requirements; comply with applicable Nasdaq listing requirements; and maintain adequate internal and external resources

to execute its business plan.

Additional

risks and uncertainties are described in the Company’s filings with the Securities and Exchange Commission (“SEC”),

including the Company’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other reports filed with the

Securities and Exchange Commission.

Forward-looking

statements speak only as of the date of this Current Report on Form 8-K. The Company undertakes no obligation to update any forward-looking

statements, except as required by law.

Important

Information

The

Company plans to file with the SEC and furnish to its stockholders a definitive proxy statement and an accompanying proxy card in connection

with the solicitation of proxies for the stockholder meeting discussed above (the “Special Meeting”). BEFORE MAKING ANY VOTING

DECISION, STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND

IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders will be able to obtain, free

of charge, copies of the definitive proxy statement, any amendments or supplements to the proxy statement, and other relevant documents

filed by the Company with the SEC at the SEC’s website at www.sec.gov. In addition, copies of the proxy statement and other relevant

documents filed by the Company with the SEC may be obtained, free of charge from Mobix Labs’ investor relations website.

Participants

in the Solicitation

The

Company, its directors, and certain of its executive officers may be deemed to be participants in the solicitation of proxies from stockholders

in connection with the Special Meeting. Information regarding the names, affiliations, and interests of these individuals will be set

forth in the definitive proxy statement for the Special Meeting. Stockholders can find more information about the Company’s directors

and executive officers in the Company’s annual report on Form 10-K and its most recent proxy statement filed with the SEC on March

6, 2026.

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.

Dated:

June 9, 2026

/s/

Keyvan Samini

Keyvan

Samini

President

and Chief Financial Officer

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