Business Context and Reporting Period
Company: Mobix Labs, Inc. (MOBX)
Filing Type: Form 8-K (Current Report)
Date of Report: January 6, 2026
Event: Entry into a Material Definitive Agreement regarding a public offering of Class A Common Stock.
Key Financial Metrics
- Offering Size: 30,000,000 shares of Class A Common Stock.
- Offering Price: $0.20 per share.
- Gross Proceeds: Approximately $6,000,000 (calculated from share count and price).
- Net Proceeds: Approximately $5,135,000.
- Placement Agent Fees: 8.0% of aggregate gross proceeds.
- Expense Reimbursement: Up to 1.0% of gross proceeds for non-accountable expenses plus up to $100,000 for legal and out-of-pocket expenses.
- Use of Proceeds: Working capital and general corporate purposes.
Note: The filing does not provide specific data on revenue, profit, cash flow, margins, or existing debt levels as this is a transaction report rather than a periodic financial statement.
Material Changes and Agreements
The Company entered into Securities Purchase Agreements and a Placement Agency Agreement with D. Boral Capital LLC. Key terms include:
- Registration Basis: The offering was made pursuant to an effective Form S-3 registration statement (File No. 333-284351) declared effective on January 24, 2025.
- Lock-Up Agreements: Executive officers and directors agreed not to sell or transfer Company securities for 30 days following the closing date.
- Issuance Restrictions: The Company agreed not to issue or announce the issuance of Common Stock or convertible securities for 30 days post-closing, and not to effect variable rate transactions for 60 days post-closing.
Guidance, Outlook, and Risks
Management Commentary: The Company intends to utilize the net proceeds for working capital and general corporate purposes. No specific forward-looking financial guidance or revenue projections were included in this filing.
Risks and Contingencies:
- The agreements contain customary representations, warranties, and indemnification obligations.
- The Company has agreed to indemnify the Placement Agent against certain liabilities under the Securities Act of 1933.
- The filing includes standard disclaimers that the report does not constitute an offer to sell securities in jurisdictions where such an offer would be unlawful.
Investor Verification Checklist
- Verify the final closing date of the offering to confirm the start of the 30-day lock-up period for insiders.
- Review the full text of the Placement Agency Agreement (Exhibit 10.1) and Purchase Agreements (Exhibit 10.2) for specific conditions to closing.
- Confirm the exact amount of legal and out-of-pocket expenses reimbursed to the Placement Agent to assess the final net proceeds.
- Check subsequent filings for any updates on the utilization of the $5,135,000 in net proceeds.