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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~December 3031, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File Number 001-40621

Mobix Labs, Inc.

(Exact name of registrant as specified in its charter)

Delaware

98-1591717

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

1 Venture, Suite 220

Irvine, California 92618

(Address of principal executive offices and zip code)

(949) 808-8888

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☒

If 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of the registrant’s Class A Common Stock and Class B Common Stock outstanding as of ~~July~~January 31, ~~2025~~2026 was 49101,~~984~~072,~~338~~226 and 42,~~750~~004,~~000~~901, respectively.

MOBIX LABS, INC.

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION		1
Item 1.	Financial Statements (unaudited)	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3320
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	4827
Item 4.	Controls and Procedures	4827
PART II. OTHER INFORMATION		5130
Item 1.	Legal Proceedings	5130
Item 1A.	Risk Factors	51
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	52
Item 5.	Other Information	30
Item 5.	Other Information	52
Item 6.	Exhibits	30
Item 6.	Exhibits	52
	Signatures	31
	Signatures	53

Cautionary Note Regarding Forward-Looking Statements

This quarterly report on Form 10-Q for Mobix Labs, Inc. (the “Company”, “we”, “us” or “our”) contains “forward-looking statements,” as defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are statements other than historical information or statements of current condition and relate to future events or our future financial performance. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. In this Quarterly Report on Form 10-Q, forward-looking statements include, but are not limited to, any statements regarding:

● our financial and business performance; ● our ability to regain compliance with listing rules of the Nasdaq Stock Market LLC (“Nasdaq”), as well as any decisions that we may make in order to regain compliance; ● our intent to pursue acquisitions of companies and technologies; ● changes in our strategy, future operations, financial position, estimated revenues and losses, forecasts, projected costs, prospects and plans; ● our expectation regarding our ability to continue as a going concern and ability to obtain sufficient liquidity to meet our operating needs and satisfy our obligations; ● the impact of ~~the~~ acquisitions ~~of EMI Solutions, Inc. and RaGE Systems, Inc., and any impact~~ on our business and results of operations; ● the implementation, market acceptance and success of our products and technology in the wireless and connectivity markets and in potential new categories for expansion; ● the demand for our products and the drivers of that demand; ● our opportunities and strategies for growth; ● ~~competition in~~ our industry, the advantages of our products and technology over competing products and technology existing in the market, and competitive factors including with respect to technological capabilities, cost and scalability; ● our ability to scale in a cost-effective manner and maintain and expand our manufacturing and supply chain relationships; ● our expectation that we will incur substantial expenses and continuing losses for the foreseeable future; ● our expectations regarding ~~reliance on a limited number of customers and efforts to diversify~~ our ~~customer base; ● our expectations regarding our~~ ability to obtain and maintain intellectual property protection and not infringe on the rights of others; ● ~~general~~our ~~economic~~assumptions ~~and~~underlying ~~socio-political conditions and their impact on demand for~~ our ~~technology~~critical ~~and~~accounting ~~on the supply chain on which we rely~~estimates; ● future capital requirements and sources and uses of cash; and ● the outcome of any known and unknown litigation and regulatory proceedings.

These forward-looking statements are based on information available as of the date of this Quarterly Report on Form 10-Q, and current expectations, forecasts, and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we undertake no obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

● the inability to timely regain compliance with Nasdaq listing requirements, including the $1.00 minimum bid price requirement and the minimum $35 million market value of listed securities, and to remain in compliance with the other Nasdaq listing requirements; ● the inability to meet future capital requirements and the risk that we will be unable to raise additional capital in the future on attractive terms or at all, as well as the dilutive impact that may have on our stockholders; ● the risk that we are unable to successfully commercialize our products and solutions, or experience significant delays in doing so; ● the risk that we may not be able to generate sufficient income from operations to sustain ourselves; ● the risks concerning our ability to continue as a going concern; ● the risk that we experience difficulties in managing our growth and expanding operations; ● the risk that we may not be able to consummate planned strategic acquisitions, or fully realize anticipated benefits from past or future acquisitions or investments; ● the risk that litigation may be commenced against us; ● the risk that our patent applications may not be approved or may take longer than expected, and we may incur substantial costs in enforcing and protecting our intellectual property; ● our ability to attract new customers and grow our customer base; and ● the risk that the price of our securities may be volatile due to a variety of factors, including changes caused by the recently implemented tariffs in the United States as well as any impact that may have on laws and regulations, changes in the competitive industries in which we operate, variations in performance across competitors, the global supply chain, and macro-economic and social environments affecting our business and changes in our capital structure.

Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Some of these risks and uncertainties may in the future be amplified by geopolitical tensions, including the further escalation of war between Russia and Ukraine or the conflict pertaining to the Middle East, and there may be additional risks that we consider immaterial or which are unknown. It is not possible to predict or identify all such risks. However, we encourage you to review our risk factors as set forth herein and in our annual report on Form 10-K for our fiscal year ended September 30, ~~2024~~2025, filed with the Securities and Exchange Commission on ~~December~~January 2613, ~~2024~~2026.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

Mobix Labs, Inc.

Unaudited Condensed Consolidated Financial Statements

~~June~~December 3031, 2025 and 2024

Condensed Consolidated Balance Sheets as of June 30, 2025 and September 30, 2024 (unaudited)		2
Condensed Consolidated Balance Sheets as of December 31, 2025 and September 30, 2025 (unaudited)		2
Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months and nine months ended June 30, 2025 and 2024 (unaudited)		3
Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended December 31, 2025 and 2024 (unaudited)		3
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity Deficit for the three months and nine months ended June 30, 2025 and 2024 (unaudited)		4
Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the three months ended December 31, 2025 and 2024 (unaudited)		4
Condensed Consolidated Statements of Cash Flows for the nine months ended June 30, 2025 and 2024 (unaudited)		5
Condensed Consolidated Statements of Cash Flows for the three months ended December 31, 2025 and 2024 (unaudited)		5
Notes to Condensed Consolidated Financial Statements (unaudited)		6

MOBIX LABS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited, in thousands, except share and per share amounts)

	June 30,			September 30,
	December 31,			September 30,
	2025			~~2024~~2025
ASSETS
Current assets
Cash	$	~~240~~268		$	~~266~~3,273
Accounts receivable, net		1,~~482~~018			21,~~813~~414
Inventory		1,~~246~~169			1,~~725~~435
Prepaid expenses and other current assets		~~708~~417			~~467~~593
Total current assets		32,~~676~~872			56,~~271~~715
Property and equipment, net		~~388~~279			~~1,177~~328
Intangible assets, net		13,~~926~~113			1513,~~211~~519
Goodwill		16,066			16,066
Operating lease right-of-use assets		~~295~~278			~~1,022~~370
Other assets		~~204~~116			~~341~~115
Total assets	$	3432,~~555~~724		$	3937,~~088~~113
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accounts payable	$	107,~~650~~944		$	108,~~833~~981
Accrued expenses and other current liabilities		10,~~130~~392			1011,~~325~~122
Deferred purchase consideration		2,323			2,~~380~~323
Notes payable, current		13,~~980~~320			~~398~~3,934
Notes payable – related parties, current		~~998~~1,026			1,~~743~~152
Notes payable, current		~~998~~1,026			1,~~743~~152
Operating lease liabilities, current		~~615~~237			~~428~~274
Total current liabilities		2625,~~696~~242			2627,~~107~~786
Notes payable, noncurrent		—880			~~200~~—
Notes payable – related parties, noncurrent		1,~~382~~039			1,~~082~~099
Notes payable, noncurrent		1,~~382~~039			1,~~082~~099
Earnout liability		~~1,190~~280			1,~~680~~240
Deferred tax liability		~~305~~293			~~320~~321
Operating lease liabilities, noncurrent		~~700~~43			~~1,024~~96
Other noncurrent liabilities		3,857			3,145
Liability-classified warrants		270			6,859
Total liabilities		34,130			33,558
Other noncurrent liabilities		10			48
Commitments and contingencies (Note 13)		-			-
Total liabilities		28,057			37,449
Stockholders’ equity
Commitments and contingencies (Note 9)		-			-
Class A common stock, $0.00001 par value, 285,000,000 shares authorized; 48,747,626 and 32,824,230 shares issued and outstanding at June 30, 2025 and September 30, 2024, respectively		—			—
Stockholders’ equity (deficit)
Class B common stock, $0.00001 par value, 5,000,000 shares authorized; 4,750,000 and 2,129,901 shares issued and outstanding at June 30, 2025 and September 30, 2024, respectively		—			—
Class A common stock, $0.00001 par value, 285,000,000 shares authorized; 66,653,248 and 58,838,423 shares issued and outstanding at December 31, 2025 and September 30, 2025, respectively		—			—
Class B common stock, $0.00001 par value, 5,000,000 shares authorized; 2,004,901 shares issued and outstanding at December 31, 2025 and September 30, 2025		—			—
Common stock, value		—			—
Additional paid-in capital		~~135~~165,~~284~~380			~~109~~150,~~987~~252
Accumulated deficit		(~~134~~160,~~859~~713	)		(~~104~~150,~~457~~588	)
Total stockholders’ equity		425			5,530
Total stockholders’ equity (deficit)		4,667			(336	)
Total liabilities and stockholders’ equity	$	34,555		$	39,088
Total liabilities and stockholders’ equity (deficit)	$	32,724		$	37,113

See accompanying notes to condensed consolidated financial statements.

MOBIX LABS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE LOSS

(unaudited, in thousands, except share and per share amounts)

	2025			2024			~~2025~~			~~2024~~
	Three months ended June 30,						Nine months ended June 30,
	Three months ended December 31,
	2025			2024			~~2025~~			~~2024~~
Net revenue	$	2,350		$	2,058		$	8,030		$	3,488
Net revenue:
Cost of revenue		1,001			1,327			3,974			2,608
Products	$	1,335		$	1,951
Gross profit		1,349			731			4,056			880
Services		540			1,218
Operating expenses:
Total net revenue		1,875			3,169
Research and development		486			1,369			1,816			4,328
Net revenue		1,875			3,169
Selling, general and administrative		8,208			8,710			32,043			31,731
Cost of revenue:
Impairment of long-lived assets		725			—			725			—
Products		949			1,190
Loss from operations		(8,070	)		(9,348	)		(30,528	)		(35,179	)
Services		345			292
Interest expense		547			127			1,032			1,232
Total cost of revenue		1,294			1,482
Change in fair value of earnout liability		(210	)		(661	)		(490	)		(30,599	)
Cost of revenue		1,294			1,482
Change in fair value of warrants		(612	)		58			(1,237	)		12
Gross profit		581			1,687
Change in fair value of PIPE make-whole liability		—			310			—			(122	)
Operating expenses:
Merger-related transaction costs expensed		—			—			—			4,009
Research and development		442			611
Private placement costs expensed		443			—			443			—
Selling, general and administrative		8,972			15,706
Other non-operating losses, net		36			2			135			1,587
Loss from operations		(8,833	)		(14,630	)
Loss before income taxes		(8,274	)		(9,184	)		(30,411	)		(11,298	)
Interest expense		1,380			211
Income tax benefit		(2	)		(1,505	)		(9	)		(2,801	)
Change in fair value of earnout liability		(960	)		1,940
Net loss and comprehensive loss		(8,272	)		(7,679	)		(30,402	)		(8,497	)
Change in fair value of warrants		323			2,658
Deemed dividend from warrant price adjustment		—			—			—			661
Other non-operating losses, net		573			402
Net loss available to common stockholders	$	(8,272	)	$	(7,679	)	$	(30,402	)	$	(9,158	)
Loss before income taxes		(10,149	)		(19,841	)
Net loss per share of Class A and Class B Common Stock:
Income tax benefit		(24	)		(2	)
Basic	$	(0.17	)	$	(0.25	)	$	(0.72	)	$	(0.35	)
Net loss and comprehensive loss	$	(10,125	)	$	(19,839	)
Diluted	$	(0.17	)	$	(0.25	)	$	(0.72	)	$	(0.36	)
Net loss per share of Class A and Class B Common Stock:
Weighted-average common shares outstanding:
Basic	$	(0.16	)	$	(0.52	)
Basic		48,785,295			30,552,063			42,474,411			26,350,138
Diluted	$	(0.16	)	$	(0.52	)
Diluted		48,785,295			30,552,063			42,474,411			26,411,020
Weighted-average common shares outstanding:
Basic		63,058,761			38,425,566
Diluted		63,058,761			38,425,566

See accompanying notes to condensed consolidated financial statements.

MOBIX LABS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF ~~REDEEMABLE~~

~~CONVERTIBLE PREFERRED STOCK AND~~ STOCKHOLDERS’ EQUITY (DEFICIT)

(unaudited, in thousands, except share and per share amounts)

	Shares			Amount		Shares			Amount			~~Shares~~Capital			~~Amount~~Deficit			~~Shares~~(Deficit)			~~Amount~~		~~Shares~~		~~Amount~~		~~Shares~~			~~Amount~~		~~Capital~~			~~Deficit~~			~~(Deficit)~~
	Founders Redeemable Convertible Preferred Stock					Series A Redeemable Convertible Preferred Stock						Contingently Redeemable Common Stock						Legacy Common Stock					Class A Common Stock				Class B Common Stock					Additional Paid-in			Accumulated			Total Stockholders’ Equity
	Class A Common Stock					Class B Common Stock						Additional Paid-in			Accumulated			Total Stockholders’ Equity
	Shares			Amount		Shares			Amount			~~Shares~~Capital			~~Amount~~Deficit			~~Shares~~(Deficit)			~~Amount~~		~~Shares~~		~~Amount~~		~~Shares~~			~~Amount~~		~~Capital~~			~~Deficit~~			~~(Deficit)~~
Balance at September 30, 2024		—		$	—		—		$	—			—		$	—			—		$	—		32,824,230	$	—		2,129,901		$	—	$	109,987		$	(104,457	)	$	5,530
Balance at September 30, 2025		58,838,423		$	—		2,004,901		$	—		$	150,252		$	(150,588	)	$	(336	)
Issuance of common stock		—2,264,496			—		—			—			—1,523			—			—1,523			—		~~561,739~~		—		—			—		~~640~~			—			~~640~~
Conversion of Class B common stock to Class A common stock		—			—		—			—			—			—			—			—		125,000		—		(125,000	)		—		—			—			—
Issuance of common stock in settlement of liabilities		1,190,848			—		—			—			985			—			985
Conversion of notes payable to Class A common stock		—			—		—			—			—			—			—			—		631,805		—		—			—		828			—			828
Issuance of common stock upon vesting of RSUs		4,035,952			—		—			—			—			—			—
Issuance of common stock upon vesting of RSUs		—			—		—			—			—			—			—			—		510,000		—		—			—		—			—			—
Issuance of common stock upon exercise of stock options		323,529			—		—			—			55			—			55
Stock-based compensation		—			—		—			—			—			—			—			—		—		—		—			—		9,802			—			9,802
Reclassification of warrants		—			—		—			—			6,912			—			6,912
Net loss		—			—		—			—			—			—			—			—		—		—		—			—		—			(19,839	)		(19,839	)
Issuance of warrants		—			—		—			—			514			—			514
Balance at December 31, 2024		—			—		—			—			—			—			—			—		34,652,774		—		2,004,901			—	$	121,257			(124,296	)		(3,039	)
Stock-based compensation		—			—		—			—			5,139			—			5,139
Issuance of Class A common stock in settlement of liabilities		—			—		—			—			—			—			—			—		610,586		—		—			—		553			—			553
Net loss		—			—		—			—			—			(10,125	)		(10,125	)
Issuance of Class A common stock for RaGE earnout		—			—		—			—			—			—			—			—		563,100		—		—			—		1,752			—			1,752
Balance at December 31, 2025		66,653,248		$	—		2,004,901		$	—		$	165,380		$	(160,713	)	$	4,667
Issuance of common stock upon vesting of RSUs		—			—		—			—			—			—			—			—		10,000		—		—			—		—			—			—
Balance at September 30, 2024		32,824,230		$	—		2,129,901		$	—		$	109,987		$	(104,457	)	$	5,530
Issuance of common stock upon exercise of warrants		—			—		—			—			—			—			—			—		1,748,188		—		—			—		15			—			15
Issuance of common stock		561,739			—		—			—			640			—			640
Stock-based compensation		—			—		—			—			—			—			—			—		—		—		—			—		3,352			—			3,352
Conversion of Class B common stock to Class A common stock		125,000			—		(125,000	)		—			—			—			—
Net loss		—			—		—			—			—			—			—			—		—		—		—			—		—			(2,291	)		(2,291	)
Conversion of notes payable to Class A common stock		631,805			—		—			—			828			—			828
Balance at March 31, 2025		—			—		—			—			—			—			—			—		37,584,648		—		2,004,901			—		126,929			(126,587	)		342
Issuance of common stock upon vesting of RSUs		510,000			—		—			—			—			—			—
Issuance of Class A common stock and warrants in private placement		—			—		—			—			—			—			—			—		3,850,000		—		—			—		342			—			342
Stock-based compensation		—			—		—			—			9,802			—			9,802
Issuance of Class A common stock in settlement of liabilities		—			—		—			—			—			—			—			—		166,875		—		—			—		133			—			133
Net loss		—			—		—			—			—			(19,839	)		(19,839	)
Issuance of Class A common stock for RaGE earnout		—			—		—			—			—			—			—			—		79,709		—		—			—		56			—			56
Balance at December 31, 2024		34,652,774		$	—		2,004,901		$	—		$	121,257		$	(124,296	)	$	(3,039	)
Issuance of restricted stock awards		—			—		—			—			—			—			—			—		5,100,000		—		2,745,099			—		—			—			—
Issuance of common stock upon vesting of RSUs		—			—		—			—			—			—			—			—		412,534		—		—			—		—			—			—
Issuance of common stock upon exercise of warrants		—			—		—			—			—			—			—			—		1,553,860		—		—			—		722			—			722
Stock-based compensation		—			—		—			—			—			—			—			—		—		—		—			—		7,102			—			7,102
Net loss		—			—		—			—			—			—			—			—		—		—		—			—		—			(8,272	)		(8,272	)
Balance at June 30, 2025		—		$	—		—		$	—			—		$	—			—		$	—		48,747,626	$	—		4,750,000		$	—	$	135,284		$	(134,859	)	$	425
Balance at September 30, 2023		588,235		$	—		1,666,666		$	2,300			—		$	—			16,692,175		$	—		—	$	—		—		$	—	$	78,421		$	(83,762	)	$	(5,341	)
Issuance of common stock		—			—		—			—			—			—			482,171			—		—		—					—		3,286			—			3,286
Issuance of contingently redeemable common stock for acquisition of EMI Solutions, Inc.		—			—		—			—			964,912			8,856			—			—		—		—		—			—		—			—			—
Lapse of redemption feature on common stock		—			—		—			—			(964,912	)		(8,856	)		964,912			—		—		—		—			—		8,856			—			8,856
Issuance of warrants in connection with notes payable		—			—		—			—			—			—			—			—		—		—		—			—		107			—			107
Reverse recapitalization transactions, net (Note 3)		(588,235	)		—		(1,666,666	)		(2,300	)		—			—			(18,139,258	)		—		22,901,838		—		2,254,901			—		(16,182	)		—			(16,182	)
Issuance of common stock upon exercise of stock options		—			—		—			—			—			—			—			—		168,235		—		—			—		—			—			—
Issuance of common stock upon exercise of warrants		—			—		—			—			—			—			—			—		369,671		—		—			—		—			—			—
Issuance of common stock upon vesting of RSUs		—			—		—			—			—			—			—			—		104,748		—		—			—		—			—			—
Stock-based compensation		—			—		—			—			—			—			—			—		—		—		—			—		12,705			—			12,705
Net income		—			—		—			—			—			—			—			—		—		—		—			—		—			935			935
Balance at December 31, 2023		—		$	—		—		$	—			—		$	—			—		$	—		23,544,492	$	—		2,254,901		$	—	$	87,193		$	(82,827	)	$	4,366
Reverse recapitalization transactions, net (Note 3)		—			—		—			—			—			—			—			—		—		—		—			—		99			—			99
Issuance of common stock upon exercise of stock options		—			—		—			—			—			—			—			—		29,880		—		—			—		—			—			—
Issuance of common stock upon vesting of RSUs		—			—		—			—			—			—			—			—		26,186		—		—			—		—			—			—
Stock-based compensation		—			—		—			—			—			—			—			—		—		—		—			—		1,441			—			1,441
Deemed dividend from warrant price adjustment		—			—		—			—			—			—			—			—		—		—		—			—		661			(661	)		—
Net loss		—			—		—			—			—			—			—			—		—		—		—			—		—			(1,753	)		(1,753	)
Balance at March 31, 2024		—		$	—		—		$	—			—		$	—			—		$	—		23,600,558	$	—		2,254,901		$	—	$	89,394		$	(85,241	)	$	4,153
Balance		—		$	—		—		$	—			—		$	—			—		$	—		23,600,558	$	—		2,254,901		$	—	$	89,394		$	(85,241	)	$	4,153
Issuance of common stock		—			—		—			—			—			—			—			—		57,894		—		—			—		124			—			124
Issuance of common stock for acquisition of RaGE Systems, Inc.		—			—		—			—			—			—			—			—		3,214,045		—		—			—		7,682			—			7,682
Issuance of warrants in connection with notes payable		—			—		—			—			—			—			—			—		—		—		—			—		408			—			408
Issuance of common stock upon exercise of stock options		—			—		—			—			—			—			—			—		1,323,528		—		—			—		225			—			225
Issuance of common stock upon exercise of warrants		—			—		—			—			—			—			—			—		112,990		—		—			—		1			—			1
Issuance of common stock upon vesting of RSUs		—			—		—			—			—			—			—			—		17,459		—		—			—		—			—			—
Stock-based compensation		—			—		—			—			—			—			—			—		—		—		—			—		3,622			—			3,622
Net loss		—			—		—			—			—			—			—			—		—		—		—			—		—			(7,679	)		(7,679	)
Net income (loss)		—			—		—			—			—			—			—			—		—		—		—			—		—			(7,679	)		(7,679	)
Balance at June 30, 2024		—		$	—		—		$	—			—		$	—			—		$	—		28,326,474	$	—		2,254,901		$	—	$	101,456		$	(92,920	)	$	8,536
Balance		—		$	—		—		$	—			—		$	—			—		$	—		28,326,474	$	—		2,254,901		$	—	$	101,456		$	(92,920	)	$	8,536

See accompanying notes to condensed consolidated financial statements.

MOBIX LABS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in thousands, except share and per share amounts)

	2025			2024
	Nine months ended June 30,
	Three months ended December 31,
	2025			2024
Operating activities
Net loss	$	(3010,~~402~~125	)	$	(819,~~497~~839	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		~~306~~49			~~357~~123
Amortization of intangible assets		~~1,285~~406			~~1,117~~471
Impairment of long-lived assets		725			—
Change in fair value of earnout liability		(960	)		1,940
Issuance of warrants in connection with notes payable, charged to interest expense		—			891
Change in fair value of warrants		323			2,658
Issuance of warrants to placement agent		280			—
Non-cash expense for warrants issued		514			—
Change in fair value of earnout liability		(490	)		(30,599	)
Stock-based compensation		5,139			9,802
Change in fair value of warrants		(1,237	)		12
Deferred income taxes		(28	)		(5	)
Change in fair value of PIPE make-whole liability		—			(122	)
Other non-cash items		551			531
Merger-related transaction costs expensed		—			4,009
Changes in operating assets and liabilities:
Stock-based compensation		20,256			17,768
Accounts receivable		271			937
Deferred income taxes		(15	)		(2,803	)
Inventory		266			483
Loss on disposal of assets		472			—
Prepaid expenses and other assets		180			20
Other non-cash items		235			23
Accounts payable		(807	)		95
Changes in operating assets and liabilities, net of acquisition of business:
Accrued expenses and other current liabilities		(544	)		1,854
Accounts receivable		1,331			(754	)
Net cash used in operating activities		(4,765	)		(930	)
Inventory		479			(286	)
Prepaid expenses and other assets		(104	)		(100	)
Accounts payable		376			3,590
Accrued expenses and other current liabilities		903			627
Net cash used in operating activities		(5,600	)		(14,767	)
Investing activities
Acquisition of EMI Solutions, Inc., net of cash acquired		—			(1,064	)
Net cash provided by (used in) investing activities		—			—
Proceeds from sale of property and equipment		27			—
Acquisition of property and equipment		(16	)		(44	)
Net cash provided by (used in) investing activities		11			(1,108	)
Financing activities
Proceeds from sale of common stock and warrants in private placement		3,645			—
Proceeds from issuance of common stock		1,254			600
Proceeds from issuance of common stock		600			3,334
Proceeds from exercise of stock options		55			—
Proceeds from exercise of warrants		17			1
Proceeds from issuance of notes payable		1,717			675
Proceeds from exercise of stock options		—			225
Principal payments on notes payable		(1,266	)		(32	)
Proceeds from issuance of notes payable		2,575			771
Deferred consideration paid for acquisition of business		—			(174	)
Proceeds from issuance of convertible notes		—			200
Net cash provided by financing activities		1,760			1,069
Principal payments on notes payable		(655	)		(1,310	)
Net increase (decrease) in cash		(3,005	)		139
Principal payments on notes payable – related parties		(445	)		(1,298	)
Cash, beginning of period		3,273			266
Deferred consideration paid for acquisition of business		(174	)		—
Cash, end of period	$	268		$	405
Proceeds from the Merger and PIPE		—			21,014
Merger-related transaction costs paid		—			(6,946	)
Net cash provided by financing activities		5,563			15,991
Net increase (decrease) in cash		(26	)		116
Cash, beginning of period		266			89
Cash, end of period	$	240		$	205
Supplemental cash flow information
Cash paid for interest	$	~~757~~1,175		$	~~454~~64
Cash paid for income taxes		—			—
Non-cash investing and financing activities:
Settlement of notes payable and other liabilities in common stock	$	~~1,361~~916		$	—545
Issuance of Class A Common Stock for RaGE earnout		1,808			—
Unpaid Merger-related transaction costs		—			1,423
Contingently redeemable convertible stock issued for acquisition of EMI Solutions, Inc.		—			8,856
Class A Common Stock issued for acquisition of RaGE Systems, Inc.					7,682
Unpaid purchase consideration for acquisition of businesses		—			3,522
Conversion of SAFEs to common stock		—			1,522
Deemed dividend from warrant price adjustment		—			661
Issuance of warrants in connection with notes payable, recorded as debt discount		—			183

See accompanying notes to condensed consolidated financial statements.

MOBIX LABS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ~~(continued)~~

(unaudited, in thousands, except share and per share amounts)

Note 1 — Company Information

Mobix Labs, Inc. (“Mobix Labs” or the “Company”), a Delaware corporation based in Irvine, California, designs, develops and sells components and systems for advanced wireless and wired connectivity, radio frequency (“RF”), switching and electromagnetic interference (“EMI”) filtering technologies used in the ~~consumer commercial~~defense, ~~industrial~~aerospace, ~~automotive~~commercial, ~~medical,~~industrial ~~aerospace, defense~~ and other markets. The Company’s wireless systems solutions include products for advanced RF and millimeter wave (“mmWave”) 5G communications, mmWave imaging, software defined radio and custom RF integrated circuits (“ICs”) targeting the ~~commercial~~defense, ~~industrial~~aerospace, ~~and~~commercial ~~defense~~ and ~~aerospace~~industrial sectors. The Company’s interconnect products, including EMI filter inserts and filtered and non-filtered connectors, are designed for and are currently used in aerospace, military, defense and medical applications. ~~The Company’s True Xero active optical cables (“AOCs”) are designed to meet customer needs for high-quality active optical cable solutions at an affordable price.~~ These technologies are designed for large and rapidly growing markets where there is increasing demand for higher performance communication and filtering systems which utilize an expanding mix of both wireless and connectivity technologies. The Company’s Class A Common Stock and its Public Warrants are traded on the Nasdaq Capital Market under the symbols “MOBX” and “MOBXW,” respectively.

On December 21, 2023, (the “Closing Date”), Chavant Capital Acquisition Corp. (“Chavant”) consummated the merger pursuant to the Business Combination Agreement, dated November 15, 2022 (as amended, supplemented or otherwise modified, the “Business Combination Agreement”), by and among Chavant, CLAY Merger Sub II, Inc., a Delaware corporation and newly formed, wholly-owned direct subsidiary of Chavant (“Merger Sub”), and Mobix Labs, Inc. (“Legacy Mobix”), a Delaware corporation, pursuant to which, among other things, Merger Sub merged with and into Legacy Mobix, with Legacy Mobix surviving the merger as a wholly-owned direct subsidiary of Chavant (together with the other transactions related thereto, the “Merger”). In connection with the consummation of the Merger (the “Closing”), Chavant changed its name from “Chavant Capital Acquisition Corp.” to “Mobix Labs, Inc.” and Legacy Mobix changed its name from “Mobix Labs, Inc.” to “Mobix Labs Operations, Inc.” As a result of the Merger, the Company raised gross proceeds of $21,014, including the contribution of $1,264 of cash held in Chavant’s trust account and the $19,750 private investment in public equity (“PIPE”) at $10.00 per share of Chavant’s Class A Common Stock. The common stock and public warrants of the combined company began trading on The Nasdaq Stock Market LLC under the symbols “MOBX” and “MOBXW,” respectively, on December 22, 2023.

Throughout the notes to the condensed consolidated financial statements, unless otherwise noted or otherwise suggested by context, the “Company” refers to Legacy Mobix prior to the consummation of the Merger, and to the Company after the consummation of the Merger.

Going Concern

The condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. Since inception, the Company has incurred operating losses and negative cash flows from operations, ~~primarily~~ as a result of its ongoing investment in product development and other operating expenses. ~~For~~The Company incurred a loss from operations of $8,833 for the ~~nine~~three months ended ~~June~~December 3031, 2025 ~~and 2024~~, ~~the Company~~ and incurred losses from operations of $3037,~~528~~693 and $3546,~~179,~~395 ~~respectively~~for the years ended September 30, 2025 and as2024, ofrespectively. ~~June~~As 30of December 31, 2025, the Company had an accumulated deficit of $~~134~~160,~~859~~713. The Company has historically financed its operations through the issuance and sale of equity securities and the issuance of debt. The Company expects to continue to incur operating losses and negative cash flows from operations for the foreseeable future and will need to raise additional debt or equity financing to fund its operations and satisfy its obligations. Management believes that there is substantial doubt concerning the Company’s ability to continue as a going concern as the Company currently does not have adequate liquidity to meet its operating needs and satisfy its obligations ~~beyond~~for at least the next twelve ~~approximately ninety days~~months.

While the Company will seek to raise additional capital, there can be no assurance the necessary financing will be available on terms acceptable to the Company, or at all. If the Company raises funds by issuing equity securities, dilution to existing stockholders may result. Any equity securities issued may also provide for rights, preferences or privileges senior to those of holders of common stock. If the Company raises funds by issuing debt securities, such debt securities would have rights, preferences and privileges senior to those of preferred and common stockholders. The terms of debt securities or borrowings may impose significant restrictions on the Company’s operations. The capital markets have in the past, and may in the future, experience periods of volatility that could impact the availability and cost of equity and debt financing. In addition, potential future increases in federal fund rates set by the Federal Reserve, which serve as a benchmark for rates on borrowing, could adversely impact the cost or availability of debt financing.

If the Company is unable to obtain additional financing, or if such transactions are successfully completed but do not provide adequate financing, the Company may be required to reduce its operating expenditures, which could adversely affect its business prospects, or the Company may be unable to continue operations. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. Accordingly, the condensed consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business.

MOBIX LABS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited, in thousands, except share and per share amounts)

IfNote ~~the~~2 ~~Company~~— isBasis unable to obtain additional financing, or if such transactions are successfully completed but do not provide adequate financing, the Company may be required to reduce its operating expenditures, which could adversely affect its business prospects, or the Company may be unable to continue operations. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of ~~these~~Presentation ~~uncertainties. Accordingly, the condensed consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern~~ and ~~which~~Significant ~~contemplates~~Accounting ~~the realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business.~~Policies

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

The ~~Merger~~condensed ~~was~~consolidated ~~accounted~~financial ~~for~~statements ashave abeen ~~reverse~~prepared ~~recapitalization~~in ofaccordance ~~the~~with ~~Company~~accounting ~~because~~principles ~~Legacy~~generally ~~Mobix~~accepted ~~has~~in ~~been~~the ~~determined~~United States to(“GAAP”) befor ~~the~~interim ~~accounting~~financial ~~acquirer under~~information ~~Financial~~and ~~Accounting~~include ~~Standards~~the ~~Board~~accounts ~~(“FASB”)~~of ~~Accounting~~Mobix ~~Standards~~Labs, ~~Codification~~Inc. ~~(“ASC”)~~and ~~Topic~~its ~~805~~subsidiaries. –The ~~Business~~Company’s ~~Combinations.~~fiscal ~~Under~~year ~~this~~ends ~~method~~on ofSeptember ~~accounting,~~30. ~~Chavant~~Certain isinformation ~~treated~~and asdisclosures ~~the~~normally ~~“acquired”~~included ~~company~~in ~~for~~ financial ~~reporting~~ ~~purposes.~~statements ~~This~~prepared in ~~determination~~accordance ~~was~~with ~~primarily~~GAAP ~~based~~have onbeen ~~holders~~condensed ofor ~~Legacy~~omitted. ~~Mobix~~Accordingly, ~~capital~~these ~~stock~~condensed ~~comprising~~consolidated afinancial ~~relative~~statements ~~majority~~should ofbe read ~~the~~in ~~voting~~conjunction ~~power~~with of the Company’s ~~upon~~audited ~~consummation~~financial ofstatements ~~the~~as ~~Merger~~of and ~~having~~for the ~~ability~~year toended ~~nominate~~September ~~the~~30, ~~majority~~2025 ofand the ~~governing body~~related ofnotes ~~the~~which ~~Company,~~provide ~~Legacy~~a ~~Mobix~~more ~~senior~~complete ~~management~~discussion ~~comprising the senior management~~ of the Company,’s accounting policies and ~~Legacy~~certain ~~Mobix~~other ~~operations~~information. ~~comprising~~The September ~~the~~30, ~~ongoing~~2025 ~~operations~~condensed ofconsolidated ~~the~~balance ~~Company.~~sheet ~~Accordingly,~~was ~~for~~derived ~~accounting~~from ~~purposes,~~ the Company’s audited financial statements. ofThese ~~the~~unaudited ~~Company~~condensed consolidated ~~represent~~financial astatements ~~continuation of~~have ~~the~~been ~~financial~~prepared ~~statements~~on ofthe ~~Legacy~~same ~~Mobix~~basis ~~with~~as the ~~Merger~~annual ~~being~~financial ~~treated~~statements asand, in the ~~equivalent~~opinion of ~~Legacy~~management, reflect ~~Mobix~~all ~~issuing~~adjustments, ~~shares~~which ~~for~~include ~~the~~only ~~net assets~~normal ofrecurring ~~Chavant~~adjustments, ~~accompanied~~necessary byfor a ~~recapitalization.~~fair ~~The~~statement ~~net~~of ~~assets~~the ofCompany’s ~~Chavant~~condensed consolidated ~~were~~financial ~~recognized~~position as of ~~the~~December ~~Closing~~31, at2025 ~~historical~~and ~~cost, with~~its nocondensed ~~goodwill~~consolidated orresults ~~other~~of ~~intangible~~operations ~~assets~~and ~~recorded.~~cash ~~Operations~~flows ~~prior~~for to the ~~Merger~~periods ended ~~are~~December ~~presented~~31, as2025 ~~those~~and of2024. ~~Legacy~~The ~~Mobix~~condensed ~~and~~consolidated ~~the~~results ~~accumulated deficit~~ of ~~Legacy~~operations ~~Mobix~~for ~~has~~the ~~been~~three ~~carried~~months ~~forward~~ended ~~after~~December ~~Closing.~~31, ~~All~~2025 ~~issued~~are ~~and~~not necessarily ~~outstanding~~indicative ~~securities~~ of ~~Chavant~~the ~~upon~~results ~~Closing~~to ~~were~~be ~~treated as~~expected ~~issuances~~for ofthe ~~securities~~fiscal ofyear ~~the~~ending ~~Company~~September ~~upon~~30, ~~the~~2026 ~~consummation~~or offor ~~the~~any ~~Merger~~other future annual or interim period.

The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and include the accounts of Mobix Labs, Inc. and its subsidiaries. The Company’s fiscal year ends on September 30. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements as of and for the year ended September 30, 2024 and the related notes which provide a more complete discussion of the Company’s accounting policies and certain other information. The September 30, 2024 condensed consolidated balance sheet was derived from the Company’s audited financial statements. These unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of the Company’s condensed consolidated financial position as of June 30, 2025 and its condensed consolidated results of operations and cash flows for the periods ended June 30, 2025 and 2024. The condensed consolidated results of operations for the three months and nine months ended June 30, 2025 are not necessarily indicative of the results to be expected for the fiscal year ending September 30, 2025 or for any other future annual or interim period.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Certain prior year amounts have been reclassified for consistency with the current year presentation.

MOBIX LABS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited, in thousands, except share and per share amounts)

Use of Estimates

The preparation of the Company’s condensed consolidated financial statements requires the Company to make estimates and assumptions that affect the reported amounts of certain assets and liabilities; the reported amounts of net revenue and expenses for the periods covered and certain amounts disclosed in the notes to the condensed consolidated financial statements. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. As future events and their effects cannot be determined with precision, actual results could differ materially from those estimates and assumptions. Areas requiring significant estimates and assumptions by the Company include, but are not limited to:

● valuation of stock-based compensation awards; ● ~~valuation of common stock for periods prior to the Merger; ●~~ impairment assessments of goodwill and long-lived assets; ● measurement of liabilities carried at fair value, including the earnout liability, ~~the PIPE make-whole liability~~ and liability-classified warrants; ~~● purchase price allocations~~ and ~~valuations of net assets acquired in business combinations; and~~, ● provisions for income taxes and related valuation allowances and tax uncertainties.

~~Reclassifications~~Significant Accounting Policies

~~Certain~~A ~~amounts~~summary of the Company’s significant accounting policies is included in its Annual Report on Form 10-K for the ~~prior~~year ~~period~~ended ~~condensed~~September 30, ~~consolidated~~2025, ~~financial~~filed ~~statements~~with the SEC on January 13, 2026. There have been ~~reclassified~~no tosignificant ~~conform~~changes to these policies during the ~~current~~three ~~period~~months ~~presentation~~ended December 31, 2025, aside from those outlined below.

Cash

As of June 30, 2025 and September 30, 2024, the Company’s cash balance consisted of demand deposits held at large financial institutions. The Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents. The Company had no cash equivalents as of June 30, 2025 or September 30, 2024. The amount of deposits maintained at any financial institution may exceed federally insured limits. The Company places its cash with high credit quality financial institutions and has not experienced any losses on its deposits of cash.

Accounts Receivable, net

Accounts receivable are recorded at the invoiced amount and do not bear interest. For trade accounts receivable from customers, the Company performs ongoing credit evaluations of its customers and maintains an allowance for expected credit losses. The allowance for expected credit losses represents the Company’s best estimate based on current and historical information, and reasonable and supportable forecasts of future events and circumstances. Accounts receivable deemed uncollectible are charged against the allowance for expected credit losses when identified. The allowance for expected credit losses as of June 30, 2025 and September 30, 2024 and bad debt expense for the nine months ended June 30, 2025 and 2024 were not material.

Inventory

Inventory is stated at the lower of cost, determined on a first-in, first-out basis, or net realizable value. Inventory costs consist of purchased materials, manufacturing labor, outside manufacturing costs, inbound freight and receiving costs, and capitalized overhead. The Company writes down the carrying value of excess and obsolete inventory, based on available information and the Company’s current expectations of future demand, product obsolescence and market conditions. Any such write-downs are charged to cost of revenue and are a permanent reduction of the carrying value of inventory. Write-downs of excess and obsolete inventory for the nine months ended June 30, 2025 and 2024 were not material.

Intangible Assets, net

The Company’s intangible assets principally consist of acquired developed technology and customer relationships and have finite lives ranging from 1one to fifteen years. The Company amortizes intangible assets over their useful lives on a straight-line basis, which the Company believes approximates the pattern in which the economic benefits of the intangible assets are expected to be utilized. To the extent that an acquired developed technology is incorporated in, or used to produce, a product the Company currently produces and sells, the related amortization expense is included in cost of revenue in the condensed consolidated statements of operations and comprehensive loss. Amortization expense on other acquisition-related intangible assets is included in operating expenses.

MOBIX LABS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited, in thousands, except share and per share amounts)

Impairment of Long-Lived Assets

The Company reviews its long-lived assets, consisting of property and equipment and intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The Company regularly reviews its operating performance for indicators of impairment. Factors considered important that could trigger an impairment review include a significant underperformance relative to expected historical or projected future operating results, or a significant change in the manner of the use of the assets. The Company performs impairment testing at the asset group level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of these assets is determined by comparing the forecasted undiscounted cash flows attributable to such assets including any cash flows upon their eventual disposition to their carrying value. If the carrying value of the assets exceeds the forecasted undiscounted cash flows, then the assets are written down to their fair value. The Company recognized no impairment losses ~~of $725~~ for the three months ~~and nine months~~ ended ~~June~~December 3031, 2025~~. See~~ ~~Note~~and ~~12, Leases~~2024.

~~Goodwill~~7

Goodwill represents the excess of the fair value of purchase consideration of an acquired business over the fair value of the identifiable net assets acquired. Goodwill is not amortized but is tested for impairment at a reporting unit level on an annual basis on July 31, or more frequently if circumstances change or an event occurs that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company did not record any goodwill impairment losses for the nine months ended June 30, 2025 and 2024.

Business Combinations

The Company allocates the purchase price of an acquisition to the tangible assets acquired, liabilities assumed, and intangible assets acquired, based on their estimated fair values. The excess of the purchase price over the fair values of the net assets acquired is recorded as goodwill.

Accounting for business combinations requires that management make significant estimates and assumptions to determine the fair value of assets acquired and liabilities assumed at the acquisition date. Although management believes the assumptions and estimates to be reasonable and appropriate, they are inherently uncertain. Critical estimates in valuing certain acquired assets may include, but are not limited to, expected future cash flows including revenue growth rate assumptions from product sales, customer contracts and acquired technologies, expected costs to develop acquired technology into commercially viable products, estimated cash flows from the projects when completed, including assumptions associated with the technology migration curve and expected selling, general and administrative costs. The discount rates used to discount expected future cash flows to present value are typically derived from a weighted-average cost of capital analysis and are adjusted to reflect inherent risks. Unanticipated events and circumstances may occur that could affect either the accuracy or validity of such assumptions, estimates or actual results.

MOBIX LABS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited, in thousands, except share and per share amounts)

~~Fair Value Measurements~~Goodwill

~~Fair~~Goodwill ~~value~~represents isthe ~~defined~~excess asof the ~~price~~fair ~~that~~value ~~would~~of bepurchase ~~received~~consideration toof ~~sell~~ an ~~asset~~acquired orbusiness ~~paid~~over tothe ~~transfer~~fair avalue ~~liability~~of ~~(an~~the ~~exit~~identifiable ~~price)~~net assets inacquired. anGoodwill ~~orderly~~is ~~transaction between~~not ~~market~~amortized ~~participants~~but atis ~~the~~tested ~~measurement~~for ~~date.~~impairment ~~The~~at ~~Company uses~~ a ~~three-tiered~~reporting ~~hierarchy~~unit ~~for~~level ~~inputs~~on ~~used~~an inannual ~~measuring~~basis ~~fair~~on ~~value that~~July ~~emphasizes~~31, ~~the~~or ~~use~~more frequently ofif ~~observable~~circumstances ~~inputs~~change ~~over~~or ~~the~~an ~~use~~event ofoccurs ~~unobservable inputs by requiring~~ that ~~the~~would ~~most~~more ~~observable~~likely ~~inputs~~than benot ~~used when~~reduce ~~available.~~the ~~Observable~~fair ~~inputs~~value ~~are~~of ~~market~~a ~~participant~~reporting ~~assumptions~~unit ~~based~~below its oncarrying ~~market~~amount. ~~data~~The ~~obtained~~Company ~~from~~did ~~sources~~not ~~independent~~record ofany ~~the~~goodwill ~~Company. Unobservable~~impairment ~~inputs~~losses ~~are~~for the ~~Company’s~~three ~~own~~months ~~assumptions~~ended ofDecember ~~what~~31, ~~market~~2025 ~~participants~~and ~~would use in pricing an asset or liability based~~2024. onThere ~~the~~were ~~best~~no ~~information~~changes ~~available~~ in the ~~circumstances.~~carrying ~~The~~amount ~~financial~~of ~~and~~goodwill ~~nonfinancial~~during ~~assets and liabilities are classified based on~~ the ~~lowest~~three ~~level~~months ofended ~~input~~December ~~that~~31, is2025 ~~significant~~and ~~to the fair value measurement~~2024.

AsClassification ~~a basis for considering such assumptions, a three-tier hierarchy is used in management’s determination~~ of ~~fair value based on the reliability and observability of inputs as follows:~~Warrants

~~Level~~The 1Company —accounts ~~Observable~~for ~~inputs~~warrants ~~that~~to ~~include~~purchase ~~quoted~~its ~~prices~~common stock as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ~~active~~ASC ~~markets~~Topic 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC Topic 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the liability classification requirements pursuant to ASC 480, and whether the warrants meet all of the requirements for ~~identical~~equity ~~assets~~classification under ASC 815, including whether the warrants are indexed to the Company’s own stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted when warrants are issued or ~~liabilities~~modified and as of the end of each subsequent reporting period while the warrants are outstanding.

~~Level~~Note 23 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.Inventory

Level 3 — Unobservable pricing inputs that are generally less observable from objective sources, such as discounted cash flow models or valuations.

The Company’s non-financial assets, including property and equipment, intangible assets and goodwill, are measured at estimated fair value on a nonrecurring basis. These assets are adjusted to fair value only when an impairment is recognized, or in the event an asset is held for sale.

Net Income (Loss) Per Share

Basic and diluted net income (loss) per share attributable to common stockholders is presented using the two-class method required for participating securities. Under the two-class method, net income (loss) is attributed to the Class A and Class B common stock and other participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. Basic net income (loss) per share is computed by dividing the net income (loss) by the weighted-average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed using the weighted-average number of shares and the effect of potentially dilutive securities outstanding during the period. For a period in which the Company reports a net loss, diluted net loss per share is similar to basic net loss per share because potentially dilutive common shares are not assumed to have been issued if their effect is antidilutive. See Note 18, Net Loss Per Share.

Comprehensive Loss

Comprehensive loss includes the Company’s net loss as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with stockholders. There were no differences between the Company’s net loss and comprehensive loss for the nine months ended June 30, 2025 and 2024.

Revenue Recognition

The Company accounts for revenue from contracts with customers in accordance with ASC 606, Revenue from Contracts with Customers. The Company derives its revenues primarily from product sales to equipment manufacturers. The Company recognizes product revenue when it satisfies performance obligations under the terms of its contracts and upon transfer of control when title transfers (either upon shipment to or receipt by the customer, as determined by the terms of the contract) net of accruals for estimated sales returns and allowances. Such sales returns and allowances were not material for the nine months ended June 30, 2025 and 2024. The Company does not have material variable consideration, and the Company’s revenue arrangements do not contain significant financing components. Payment terms are principally net 30 days to net 45 days.

The Company generally offers a limited warranty to customers covering a period of twelve months which obligates the Company to repair or replace defective products. The warranty is not sold separately and does not represent a separate performance obligation. Therefore, the Company accounts for such warranties under ASC Topic 460, Guarantees, and the estimated costs of warranty claims are accrued as cost of revenue in the period the related revenue is recorded. The Company accrues for warranty and indemnification issues if a loss is probable and can be reasonably estimated. Warranty and indemnification expenses have historically been insignificant.

The Company includes shipping and handling fees billed to customers as part of net revenue. The Company includes shipping and handling costs associated with outbound freight in cost of revenue. Sales and other taxes the Company collects, if any, are excluded from revenue.

MOBIX LABS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited, in thousands, except share and per share amounts)

There were no contract assets recorded on the condensed consolidated balance sheets as of June 30, 2025 or September 30, 2024. In some instances, the Company receives a partial payment of the sales price from the customer at the time an order is placed. Any such prepayments are recorded as a liability included in “Accrued expenses and other current liabilities” on the condensed consolidated balance sheets and are recognized in net revenue when the Company satisfies the related performance obligations, typically as products are shipped. All incremental customer contract acquisition costs are expensed as incurred as the amortization period of the asset that the Company otherwise would have recognized is one year or less in duration.

Accounting Pronouncements Recently Adopted

None.

Recently Issued Accounting Pronouncements Not Yet Adopted

The Company is an “emerging growth company,” as defined in the Securities Act. Under the Jumpstart Our Business Startups Act of 2012, an emerging growth company has the option to adopt new or revised accounting guidance either (i) within the same periods as otherwise applicable to public business entities, or (ii) within the same time periods as non-public business entities, including early adoption when permissible. With the exception of accounting guidance the Company elected to early adopt, when permissible, the Company has elected to adopt new or revised accounting guidance within the same time periods as non-public business entities.

In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 expands segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. The disclosures required under ASU 2023-07 are also required for public entities with a single reportable segment. The ASU is effective for the Company’s fiscal year beginning October 1, 2024 and for interim periods within the Company’s fiscal year beginning October 1, 2025, with early adoption permitted. The Company does not expect adoption of ASU 2023-07 will have a material impact on its financial position or results of operations.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The ASU is effective for the Company’s fiscal year beginning October 1, 2025. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The Company does not expect adoption of ASU 2023-09 will have a material impact on its financial position or results of operations.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”). ASU 2024-03 requires additional disclosure in the notes to the financial statements of specified information about certain costs and expenses. The ASU is effective for the Company’s fiscal year beginning October 1, 2027, and for interim periods within the Company’s fiscal year beginning October 1, 2028, with early adoption permitted. The Company does not expect adoption of ASU 2024-03 will have a material impact on its financial position or results of operations.

MOBIX LABS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited, in thousands, except share and per share amounts)

Note 3 — Reverse Recapitalization

As discussed in Note 1, Company Information, the Closing of the Merger occurred on December 21, 2023. In the Merger, as provided for in the Business Combination Agreement:

● All of Legacy Mobix’s 18,139,258 issued and outstanding shares of common stock were cancelled and converted into the same number of shares of the Company’s Class A Common Stock; ● All of Legacy Mobix’s Founders Redeemable Convertible Preferred Stock and Series A Redeemable Convertible Preferred Stock, totaling 2,254,901 shares, was converted into the same number of shares of the Company’s Class B Common Stock; ● All of Legacy Mobix’s convertible notes were converted into shares of Legacy Mobix common stock immediately prior to Closing and pursuant to their terms, totaling 30,045 shares, which were then cancelled and converted into the same number of shares of the Company’s Class A Common Stock; ● All of Legacy Mobix’s SAFEs were converted into 150,953 shares of the Company’s Class A Common Stock; ● All of Legacy Mobix’s stock options and warrants were assumed by the Company and converted into the same number of stock options or warrants to purchase shares of the Company’s Class A Common Stock, with no change to their exercise prices, vesting conditions or other terms; and ● All of Legacy Mobix’s restricted stock units (“RSUs”) were assumed by the Company and converted into an RSU covering the same number of shares of the Company’s Class A Common Stock.

The other related events that occurred in connection with the Closing include the following:

● The Company entered into the PIPE Subscription Agreements, as described below; ● The Company entered into the Sponsor PIPE Subscription Agreement, Sponsor Warrant and Sponsor Letter Agreement, as described below; ● The Company entered into a non-redemption agreement with a stockholder, as described below; ● The Company entered into an amendment to its Business Combination Marketing Agreement, as described below; ● The Company assumed the 6,000,000 public warrants (“Public Warrants”) and 3,400,000 private placement warrants (“Private Warrants”) originally issued by Chavant in 2021 in connection with its initial public offering, as described in Note 16, Warrants; ● The Company adopted the 2023 Employee Stock Purchase Plan and the 2023 Equity Incentive Plan, as described in Note 17, Stock-Based Compensation; ● The Company adopted an amended and restated certificate of incorporation and amended and restated bylaws; and ● The Company entered into indemnification agreements with each of its directors and officers.

PIPE Subscription Agreements

In connection with the Merger, Chavant entered into the PIPE Subscription Agreements with certain accredited investors and pursuant to which the investors agreed to purchase an aggregate of 1,975,000 shares of Class A Common Stock of Chavant at a price of $10.00 per share for an aggregate amount of $19,750 in cash. The number of shares purchased by the PIPE investors was initially subject to adjustment. See “Make-Whole Shares,” below.

The PIPE investors also received warrants to purchase 1,950,000 shares of Class A Common Stock at an exercise price of $0.01 per share, of which warrants to purchase 200,000 shares are immediately exercisable and warrants to purchase 1,750,000 shares are exercisable upon obtaining stockholder approval, which the Company obtained on January 3, 2025. During the nine months ended June 30, 2025, warrants to purchase 1,500,000 shares of Class A Common Stock were exercised, for net proceeds to the Company of $15.

MOBIX LABS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited, in thousands, except share and per share amounts)

Sponsor PIPE Subscription Agreements, Sponsor Warrant and Sponsor Letter Agreement

On December 19, 2023, Chavant entered into the Sponsor PIPE Subscription Agreement with the Sponsor pursuant to which the Sponsor agreed to purchase, in a private placement that closed substantially concurrently with the Closing, 199,737 shares of Class A Common Stock at a price of $10.00 per share. The aggregate purchase price of $1,997 was paid through the forgiveness of certain obligations of Chavant. The number of shares purchased by the Sponsor was initially subject to adjustment. See “Make-Whole Shares,” below.

In connection with the execution of the Sponsor PIPE Subscription Agreement, Legacy Mobix Labs issued to the Sponsor a warrant to purchase 272,454 shares of Legacy Mobix Labs Stock at an exercise price of $0.01 per share, exercisable upon the closing of the Sponsor PIPE Subscription Agreement (the “Sponsor Warrant”). The Sponsor Warrant was exercised at the closing of the Sponsor PIPE Subscription Agreement and, following net settlement into 272,182 shares of Legacy Mobix Labs Stock, converted into 272,182 shares of Class A Common Stock of the Company in connection with the Closing.

On December 20, 2023, Chavant also entered into a Sponsor Letter Agreement with the Sponsor pursuant to which, as consideration for the 199,737 shares issued pursuant to the Sponsor PIPE Subscription Agreement described above, the Sponsor agreed to forgive approximately $1,997 of aggregate outstanding obligations of Chavant. In addition, the Sponsor agreed to forfeit 658,631 Founder Shares and 400,000 Private Warrants that it held, in each case upon the Closing.

Non-Redemption Agreement

On December 20, 2023, Chavant and Mobix Labs entered into a non-redemption agreement with a stockholder of Chavant, pursuant to which the stockholder agreed to withdraw its redemption of 73,706 ordinary shares of Chavant (“Ordinary Shares”) prior to the Merger. In consideration therefor, Mobix Labs issued the stockholder a warrant to purchase 202,692 shares of Legacy Mobix common stock at an exercise price of $0.01 per share, exercisable upon the Closing. The warrant was exercised at the Closing and, following net settlement into 202,489 shares of Legacy Mobix Common Stock, converted into 202,489 shares of Class A Common Stock of the Company in connection with the Closing.

Amendment to Business Combination Marketing Agreement

On December 21, 2023, Chavant entered into an amendment to the Business Combination Marketing Agreement, dated as of July 19, 2021 between Chavant and certain advisors wherein the parties agreed to resolve their differences with respect to marketing fees contemplated by the agreement and the advisors agreed to receive, in lieu of any cash payment of fees or reimbursement of expenses, an aggregate of 280,000 shares of Class A Common Stock.

Earnout Shares

In addition to the consideration paid at Closing, certain Legacy Mobix stockholders and certain holders of Legacy Mobix stock options (the “Earnout Recipients”) will be entitled to receive an additional aggregate 3,500,000 shares of Class A Common Stock issuable as earnout shares (the “Earnout Shares”) based on the achievement of trading price targets following the Closing and subject to the terms provided in the Business Combination Agreement. The Earnout Shares have a seven-year “Earnout Period,” commencing on the date that is the one year anniversary of the Closing, pursuant to which up to 1,750,000 shares of Class A Common Stock will be distributed to the Earnout Recipients if the volume-weighted average price (“VWAP”) of the Class A Common Stock exceeds $12.50 for any twenty trading days within a period of thirty consecutive trading days during the Earnout Period and an additional 1,750,000 shares of Class A Common Stock will be distributed to the Earnout Recipients if the VWAP of the Class A Common Stock exceeds $15.00 for any twenty trading days within a period of thirty consecutive trading days during the Earnout Period.

The Earnout Shares are accounted for as liability-classified instruments because the events that determine the number of Earnout Shares to which the Earnout Recipients will be entitled include events that are not solely indexed to the Company’s common stock. At the time of Closing, the Company estimated the aggregate fair value of its liability for the Earnout Shares using a Monte Carlo simulation model and recorded a liability of $33,559. As of June 30, 2025, none of the conditions for the issuance of any Earnout Shares had been achieved and the Company adjusted the carrying amount of the liability to its estimated fair value of $1,190. As a result of changes in the estimated fair value of the liability, the Company recognized non-cash gains (losses) of $490 and $30,599, respectively, for the nine months ended June 30, 2025 and 2024, which are included in “Change in fair value of earnout liability” in the condensed consolidated statements of operations and comprehensive loss.

MOBIX LABS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited, in thousands, except share and per share amounts)

Make-Whole Shares

Pursuant to the PIPE Subscription Agreements, the Sponsor PIPE Subscription Agreement and the Amendment to Business Combination Marketing Agreement described above, Chavant agreed to issue additional shares of its Class A Common Stock (the “Make-Whole Shares”) to the PIPE Investors, the Sponsor and certain advisors with respect to 2,454,737 shares of the Company’s Class A Common Stock in the event that the VWAP per share of the Class A Common Stock during a specified adjustment period is less than $10.00 per share. The specified adjustment period ended on August 30, 2024 and the Company issued 1,052,029 shares of its Class A Common Stock in settlement of the liability for the Make-Whole Shares.

The Company accounted for the Make-Whole Shares as liability-classified instruments because the events that determined the number of Make-Whole Shares issuable included events that were not solely indexed to the Company’s common stock. At the time of Closing, the Company estimated the aggregate fair value of its liability for the Make-Whole Shares using a Monte Carlo simulation model and recorded a liability of $2,071. As a result of subsequent changes in the fair value of the liability, the Company recorded a non-cash gain of $122 for the nine months ended June 30, 2024, which is included in “Change in fair value of PIPE make-whole liability” in the condensed consolidated statements of operations and comprehensive loss.

See Note 11, Fair Value Measurements, for additional information on the Company’s measurements with respect to the financial instruments issued in connection with the foregoing agreements.

Legacy Mobix incurred $6,363 of transaction costs in connection with the Merger, which was determined to be a capital-raising transaction for Legacy Mobix. The Company allocated this amount between the equity-classified instruments and liability-classified instruments, based on their relative fair values, and during the nine months ended June 30, 2024, the Company recorded the $2,354 of costs associated with equity-classified instruments as a reduction of additional paid-in capital and charged the remaining $4,009 of costs associated with liability-classified instruments to expense. The Company also recognized a liability for unpaid transaction costs of Chavant totaling $3,090, which the Company recorded as a reduction of the proceeds of the Merger at the time of the Closing.

MOBIX LABS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited, in thousands, except share and per share amounts)

The following tables reconcile elements of the Merger to the Company’s condensed consolidated financial statements, and should be read in conjunction with the footnotes referenced above:

Schedule of Condensed Consolidated Financial Statements

	Shares
Chavant public shares, net of redemptions		111,005
Chavant founder shares, net of shares forfeited		1,341,369
PIPE investors’ shares		1,975,000
Settlement of PIPE warrant		199,800
Sponsor PIPE subscription		199,737
Settlement of Sponsor Warrant		272,182
Settlement of warrant to non-redeeming shareholder		202,489
Amendment to Business Combination Marketing Agreement		280,000
Total Chavant shares outstanding immediately prior to the Merger		4,581,582
Legacy Mobix rollover shares		18,139,258
Conversion of Legacy Mobix convertible notes		30,045
Conversion of Legacy Mobix SAFEs		150,953
Total number of Class A common shares issued in the Merger		22,901,838
Closing proceeds:
Proceeds from Chavant trust fund	$	1,264
Proceeds from PIPE investment		19,750
Closing disbursements:
Legacy Mobix Merger-related transaction costs		(3,747	)
Chavant Merger-related transaction costs		(2,219	)
Net cash proceeds from the Merger at Closing		15,048
Legacy Mobix Merger-related transaction costs paid prior to closing		(983	)
Net cash proceeds		14,065
Non-cash activity:
Conversion of Legacy Mobix convertible notes to Class A Common Stock		206
Conversion of Legacy Mobix SAFEs to Class A Common Stock		1,522
Conversion of Legacy Mobix redeemable convertible preferred stock to Class B Common Stock		2,300
Unpaid Merger-related transaction costs assumed from Chavant		(871	)
Unpaid Merger-related transaction costs of Legacy Mobix		(1,633	)
Merger-related transaction costs expensed		4,009
Liability-classified instruments:
Fair value of earnout liability		(33,559	)
Fair value of PIPE make-whole liability		(2,071	)
Fair value of Private Warrants		(150	)
Net equity impact of the Merger	$	(16,182	)

MOBIX LABS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited, in thousands, except share and per share amounts)

Note 4 — Acquisitions

The Company acquired EMI Solutions, Inc. (“EMI Solutions”) in December 2023 and RaGE Systems, Inc. (“RaGE Systems”) in May 2024. The Company accounted for each of the acquisitions as a business combination. The following table summarizes the amount of the aggregate purchase consideration and the allocation to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values.

Schedule of Purchase Consideration and Allocation

	EMI Solutions			RaGE Systems
Purchase consideration:
Contingently redeemable common stock	$	8,856		$	—
Class A Common Stock		—			7,682
Cash consideration (at present value)		2,041			1,836
Total Purchase Consideration	$	10,897		$	9,518
Allocation:
Cash	$	45		$	420
Accounts receivable		387			558
Inventory		155			1,146
Other current assets		7			5
Property and equipment		107			275
Intangible asset—customer relationships		4,500			7,400
Intangible asset—developed technology		—			300
Intangible asset—backlog		300			—
Intangible asset—trade name		100			200
Goodwill		6,841			4,008
Operating lease right-of-use asset		—			192
Other assets		30			57
Accounts payable		(228	)		(1,647	)
Accrued expenses		(263	)		(1,622	)
Operating lease liability		—			(192	)
Deferred tax liability		(1,084	)		(1,582	)
	$	10,897		$	9,518

EMI Solutions, Inc.

On December 18, 2023, the Company completed the acquisition of EMI Solutions when the Company acquired all of the issued and outstanding common shares of EMI Solutions, which is accounted for as a business combination. EMI Solutions is a manufacturer of electromagnetic interference filtering products for military and aerospace applications. Consideration for the acquisition consisted of 964,912 shares of the Company’s common stock with an estimated fair value of $8,856 and $2,200 in cash. Of the cash portion of the consideration, the Company paid $155 at the time of the consummation of the acquisition and through June 30, 2025 the Company paid an additional $1,522. The remaining $523 cash portion of the consideration is currently payable.

The merger agreement with EMI Solutions provided that in the event that Legacy Mobix did not complete an initial public offering (including the Merger) within twenty-four months following the completion of the acquisition of EMI Solutions, the sellers could require the Company to pay all unpaid cash consideration and provided the sellers a “put right” wherein the sellers could require that the Company repurchase the 964,912 shares of common stock for a cash amount equal to $6.84 per share. The Company evaluated the terms of the related agreement and concluded that the shares of common stock issued as consideration were contingently redeemable common stock, and required recognition as temporary equity, because the events that determine whether the Company will be required to repurchase the 964,912 shares of its common stock for cash are not within the Company’s control. At the time of completion of the acquisition, the Company estimated the fair value of the contingently redeemable common stock at $8,856, based upon the fair value of the Legacy Mobix common stock, adjusted to include the fair value of the put right. The Company estimated the fair value of the put right using the Black-Scholes option pricing model with the following assumptions: expected volatility of 55.0%; no expected dividend yield; risk-free interest rate of 4.5%; and a contractual term of two years. The Company included this amount as part of the value of the purchase consideration. After the Closing of the Merger with Chavant on December 21, 2023, the common stock was no longer contingently redeemable, and the Company reclassified the value of the contingently redeemable common stock to permanent equity at its carrying value of $8,856, with no gain or loss recognized.

MOBIX LABS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited, in thousands, except share and per share amounts)

The Company estimated the useful life of customer relationships is fifteen years, the useful life of the trade name is two years and the useful life of the backlog is one year. The goodwill is primarily attributed to expected synergies for the combined operations and is not deductible for income tax purposes.

RaGE Systems, Inc.

On May 21, 2024, the Company completed the acquisition of RaGE Systems when the Company acquired all of the issued and outstanding common shares of RaGE Systems pursuant to a business combination agreement (the “RaGE Business Combination Agreement”). RaGE Systems specializes in developing products for 5G communications, mmWave imaging, and software defined radio targeting the commercial, industrial, and defense and aerospace sectors. Aggregate consideration for the acquisition was $9,518, consisting of 3,214,045 shares of the Company’s Class A Common Stock having a fair value of $7,682 and $2,000 in cash, of which the Company paid $200 during the year ended September 30, 2024. The remaining $1,800 is currently payable. The Company also entered into employment agreements with each of the RaGE stockholders.

The Company estimated the useful lives of the customer relationships, developed technology and trade name intangible assets are twelve years, seven years, and two and one-half years, respectively. The goodwill is primarily attributed to expected synergies for the combined operations and is not deductible for income tax purposes.

Pursuant to the RaGE Business Combination Agreement, the RaGE stockholders are entitled to receive possible earnout payments of up to $8,000, payable in a combination of cash and shares of the Company’s Class A Common Stock, based upon both (i) the attainment of certain financial targets measured over calendar years 2024 and 2025 and (ii) continued employment with the Company (the “RaGE Earnout”). Because the RaGE Earnout arrangement is linked to continued employment with the Company in the post-acquisition period, the Company determined that the related cost must be recognized as an operating expense in the post-acquisition period, and no portion was accounted for as part of the purchase consideration. As of June 30, 2025, the Company estimated the amount of the payments it expects to make under the RaGE Earnout, based upon its expectation of the level of achievement of the financial targets over the measurement period, and for the three months and nine months ended June 30, 2025, the Company recognized expense (benefit) of $(1,452) and $767, respectively, which is included in selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss. During the nine months ended June 30, 2025, the Company issued the RaGE stockholders 642,809 shares of the Company’s Class A Common Stock in partial settlement of its liability under the RaGE Earnout.

Pro forma information

The following table shows unaudited pro forma net revenue and net loss of the Company for the three months and nine months ended June 30, 2024, as if the acquisitions of EMI Solutions and RaGE Systems had each been completed as of October 1, 2022. The unaudited pro forma information is presented for informational purposes only and is not necessarily indicative of future operations or results had the acquisitions occurred on October 1, 2022.

Schedule of Unaudited ProForma Net Revenues and Net income (Loss)

	Three months ended June 30, 2024			Nine months ended June 30, 2024
Net revenue	$	2,014		$	7,314
Net loss		(8,380	)		(9,919	)

MOBIX LABS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited, in thousands, except share and per share amounts)

Note 5 — Inventory

Inventory consists of the following:

Schedule of Inventory

	June 30,		September 30,
	December 31,		September 30,
	2025		~~2024~~2025
Raw materials	$	~~1,098~~836	$	~~1,550~~999
Finished goods		~~148~~333		~~175~~436
Total inventory	$	1,~~246~~169	$	1,~~725~~435

Note 64 — Property and Equipment, net

Property and equipment, net consists of the following:

Schedule of Property and Equipment, Net

	Estimated Useful	~~June~~December 3031,			September 30,
	Life (years)	2025			~~2024~~2025
Equipment and furniture	5 - 7	$	~~417~~400		$	~~948~~400
Laboratory equipment	5		~~216~~681			~~687~~681
Leasehold improvements	Shorter of estimated useful life or remaining lease term		41			~~891~~41
Property and equipment, gross			~~674~~1,122			21,~~526~~122
Less: Accumulated depreciation			(~~286~~843	)		(~~1,349~~794	)
Property and equipment, net		$	~~388~~279		$	~~1,177~~328

Depreciation expense for the three months ended ~~June~~December 3031, 2025 and 2024 was $6049 and $~~127~~123, respectively. ~~Depreciation expense for the nine months ended June 30, 2025 and 2024 was $306 and $357, respectively.~~

During the nine months ended June 30, 2025, the Company recognized losses of $472 on the disposal of certain assets, principally consisting of equipment and furniture and leasehold improvements, at a leased office the Company vacated. Such losses are principally included in selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss.8

Note 7 — Intangible Assets, net

Intangible assets, net consist of the following:

Schedule of Intangible Assets, Net

	Estimated		June 30, 2025							September 30, 2024
	Useful Life (years)		Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net
Developed technology		7 – 10	$	5,689	$	(2,652	)	$	3,037	$	5,689	$	(2,216	)	$	3,473
Customer relationships		12 – 15		11,900		(1,145	)		10,755		11,900		(458	)		11,442
Trade names		2 – 2.5		300		(166	)		134		300		(68	)		232
Backlog		1		—		—			—		300		(236	)		64
			$	17,889	$	(3,963	)	$	13,926	$	18,189	$	(2,978	)	$	15,211

MOBIX LABS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited, in thousands, except share and per share amounts)

~~Amortization~~Note ~~expense~~5 ~~related~~— toIntangible ~~intangible assets for the three months ended June 30~~Assets, 2025 and 2024 was $407 and $481, respectively. Amortization expense related to intangible assets for the nine months ended June 30, 2025 and 2024 was $1,285 and $1,117, respectively. The weighted-average remaining lives of intangible assets as of June 30, 2025 were developed technology 5.2 years; customer relationships 11.9 years; and trade names 1.2 years.net

~~Estimated~~Intangible ~~future amortization expense for intangible~~ assets, bynet ~~fiscal~~consist ~~year as~~ of ~~June~~the ~~30, 2025 is as follows~~following:

Schedule of Intangible Assets, Net

	Estimated	December 31, 2025							September 30, 2025
	Useful Life (years)	Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net

Developed technology	7 – 10	$	5,689	$	(2,943	)	$	2,746	$	5,689	$	(2,798	)	$	2,891
Customer relationships	12 – 15		11,900		(1,604	)		10,296		11,900		(1,374	)		10,526
Trade names	2 – 2.5		300		(229	)		71		300		(198	)		102
		$	17,889	$	(4,776	)	$	13,113	$	17,889	$	(4,370	)	$	13,519

Amortization expense related to intangible assets for the three months ended December 31, 2025 and 2024 was $406 and $471, respectively. The weighted-average remaining lives of intangible assets as of December 31, 2025 were developed technology 4.7 years; customer relationships 11.4 years; and trade names 0.9 years.

Estimated future amortization expense for intangible assets by fiscal year as of December 31, 2025 is as follows:

Years ending September 30,
2025 (remaining three months)	$	408
2026 (remaining nine months)	$	1,184
2026		1,589
2027		1,510
2028		1,498
2029		1,498
Thereafter		7,423
2030		1,454
Total	$	13,926
Thereafter		5,969
Total	$	13,113

Note 86 — ~~Goodwill~~Accrued Expenses and Other Current Liabilities

The following table summarizes changes in the carrying amount of goodwill during the nine months ended June 30, 2025 and 2024.

Schedule of Changes in Carrying Amount of Goodwill

	2025		2024
	Nine months ended June 30,
	2025		2024
Balance at beginning of period	$	16,066	$	5,217
Balance	$	16,066	$	5,217
Acquisition of EMI Solutions		—		5,542
Acquisition of RaGE Systems		—		4,447
Balance at end of period	$	16,066	$	15,206
Balance	$	16,066	$	15,206

Note 9 — Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following:

	June 30,		September 30,
	December 31,		September 30,
	2025		~~2024~~2025
Accrued compensation and benefits	$	~~2,210~~814	$	1,~~770~~212
Accrued professional fees		~~280~~329		~~340~~694
Accrued interest		~~208~~458		~~177~~393
Deferred revenue		~~895~~918		1,~~076~~047
Committed equity facility fees		1,~~553~~478		1,~~553~~478
Unpaid Merger-related transaction costs		1,090		1,090
RaGE Earnout		2,000		2,~~098~~000
Other		13,~~894~~305		23,~~221~~208
Total accrued expenses and other current liabilities	$	10,~~130~~392	$	1011,~~325~~122

199

MOBIX LABS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited, in thousands, except share and per share amounts)

Note 107 — Debt

Debt consists of the following:

Schedule of Debt

	June 30,			September 30,
	December 31,			September 30,
	2025			~~2024~~2025
Notes payable	$	14,~~980~~200		$	~~598~~3,934
7% promissory notes – related parties		2,~~380~~065			2,~~495~~251
Notes payable – related parties		—			330
Notes payable		2,065			2,251
Notes payable		—			330
Total debt		6,265			6,185
Total debt		4,360			3,423
Less: Amounts classified as current		(4,346	)		(5,086	)
Less: Amounts classified as current		(2,978	)		(2,141	)
Noncurrent portion	$	1,919		$	1,099
Noncurrent portion	$	1,382		$	1,282

Notes Payable

During the ~~nine~~three months ended ~~June~~December 3031, 2025, the Company entered into ~~two~~a ~~notes~~$1,100 note payable with ~~financial~~an ~~institutions~~unaffiliated investor for net proceeds ~~of $545.~~ ~~The notes have terms~~ of ~~seven to eighteen months and require weekly payments totaling~~ $~~819, including finance charges~~800. The ~~notes are secured by substantially all of the Company’s assets and one~~ note is ~~guaranteed~~unsecured ~~by an officer~~ and ~~director of~~ the ~~Company.~~$1,100 ~~The Company~~principal ~~also~~amount ~~borrowed~~is ~~$100~~payable ~~from~~in anJune ~~unrelated investor~~2027.

~~During~~In ~~the~~December ~~nine months ended June 30~~2024, ~~2025,~~ the Company entered into ~~three~~a ~~agreements~~$200 ~~for~~note ~~the~~payable ~~purchase and sale of future receipts~~ with ~~unrelated buyers,~~a ~~pursuant~~bank tofor ~~which~~net ~~the~~proceeds ~~Company~~of ~~agreed~~$195. toThe ~~sell~~note tois ~~the~~secured ~~buyer~~by ~~certain~~substantially all ~~future~~of ~~trade receipts in~~ the ~~aggregate~~Company’s ~~amount~~assets ofand ~~$2,918~~is ~~(the “Future~~guaranteed ~~Receipts~~by ~~Purchased~~an ~~Amount”)~~officer ~~for~~and ~~net~~director ~~proceeds~~of to the Company ~~of $1,930~~. ~~Under~~During the ~~agreements,~~three ~~the~~months ~~Company~~ended ~~granted~~December ~~the~~31, ~~buyers~~2025, ~~a security interest in all of~~ the Company’s ~~present~~also ~~and~~modified ~~future~~this ~~accounts~~note ~~receivable~~to inincrease anthe amount ~~not~~of toborrowings ~~exceed~~outstanding ~~the~~by ~~Future Receipts Purchased Amount~~$112. The ~~Company~~note ~~must~~as ~~repay~~modified ~~the~~has ~~Future~~an ~~Receipts~~eighteen month ~~Purchased~~term ~~Amount~~and inrequires ~~varying~~ weekly ~~installments~~payments totaling $282, including finance charges, through ~~November 2025~~May 2027.

During the ~~nine~~three months ended ~~June~~December 3031, 2025, the Company ~~and~~also amended two existing agreements for the ~~holders~~purchase and sale of ~~three~~future ~~notes~~receipts, pursuant to which the Company agreed to ~~settle~~sell to the ~~outstanding~~buyers ~~principal~~additional ~~and~~future ~~accrued interest,~~trade receipts totaling $~~661~~1,966 (together with amounts already outstanding under these agreements, the “Future Receipts Purchased Amount”) for ~~798~~net proceeds to the Company of $806. Under the agreements,~~680~~ ~~shares~~the Company granted the buyers a security interest in all of the Company’s ~~Class~~present Aand ~~Common~~future ~~Stock~~accounts receivable in an amount not to exceed the Future Receipts Purchased Amount. The Company ~~recognized~~must arepay ~~loss~~the onFuture ~~the~~Receipts ~~extinguishment~~Purchased Amount in varying ofweekly ~~debt~~installments ofthrough ~~$300~~July 2026. In December 2024, the Company entered into an agreement for the purchase and sale of future receipts with an unrelated buyer pursuant to which isthe ~~included~~Company agreed to sell to the buyer certain future trade receipts in the aggregate amount of $710 (the “~~Other~~Future ~~non-operating~~Receipts ~~losses,~~Purchased ~~net~~Amount”) infor ~~the~~net ~~condensed~~proceeds ~~consolidated~~to ~~statements~~the Company of ~~operations~~$480. Under the agreement, the Company granted the buyer a security interest in all of the Company’s present and ~~comprehensive~~future ~~loss~~accounts receivable in an amount not to exceed the Future Receipts Purchased Amount.

During the ~~nine~~three months ended ~~June~~December 3031, ~~2024~~2025, the Company ~~entered~~settled ~~into~~an ~~five~~outstanding ~~promissory~~note ~~notes~~payable ~~having~~and anaccrued ~~aggregate~~interest ~~principal~~thereon, ~~amount~~totaling of $~~775 with~~511, ~~unrelated~~in ~~investors~~exchange tofor ~~meet~~687,894 shares of its ~~working~~Class ~~capital~~A ~~needs~~Common Stock. ~~The~~During the three months ended December 31, 2024, the Company ~~entered~~and ~~into~~the aholders of ~~$150~~two ~~note~~notes ~~payable~~agreed ~~with~~to asettle ~~bank~~the ~~for~~outstanding ~~net~~principal ~~proceeds~~and ofaccrued interest, totaling $~~146. The~~545, ~~note~~for ~~had~~631,805 ashares ~~thirteen~~of ~~month~~the ~~term,~~Company’s Class ~~required~~A ~~weekly~~Common ~~payments~~Stock. ~~totaling~~For ~~$216~~the ~~and~~three ~~was~~months ~~guaranteed~~ended byDecember an31, ~~officer~~2025 and ~~director~~2024, of the Company~~. The~~ ~~remaining~~recognized ~~four~~losses ~~notes~~on ~~had~~the anextinguishment ~~aggregate~~of ~~principal~~debt of ~~amount~~$58 ofand $~~625~~283, ~~were unsecured~~respectively, ~~bore~~which ~~interest~~are atincluded ~~rates~~in of“Other 6%non-operating tolosses, ~~16%~~net” ~~and~~in ~~matured~~the atcondensed consolidated statements ~~various~~of ~~dates~~operations ~~through~~and ~~December~~comprehensive ~~2024~~loss.

During the ~~nine~~three months ended ~~June~~December 3031, 2025 and 2024, the Company made principal payments on notes payable of $~~655~~1,080 and $132,~~310~~ onrespectively. As of December 31, 2025, notes payable having an aggregate remaining principal balance of $4,200 were outstanding and are included in “Notes payable” and “Notes payable, noncurrent” in the condensed consolidated balance sheet.

~~7% Promissory Notes — Related Parties~~10

The Company has two outstanding promissory notes with related parties which the Company assumed in 2020 as part of an asset acquisition. The promissory notes bear interest at 7% per annum and are unsecured. In October 2024 and May 2025, the Company and the holders of the 7% promissory notes agreed to extend the payment terms. One 7% promissory note, having a principal balance of $1,212 as of June 30, 2025, is payable in monthly payments of varying amounts through September 2026. The other 7% promissory note, having a principal balance of $1,168 as of June 30, 2025, no longer bears interest. The outstanding principal and previously accrued interest balance is payable in monthly payments of varying amounts through March 2027, with the remaining principal of $979 payable on May 15, 2027. As a result of these agreements, the Company has reclassified $1,382 of the outstanding principal balance of the 7% promissory notes to “Notes payable — related parties, noncurrent” in the condensed consolidated balance sheet as of June 30, 2025. The portion of the 7% promissory notes due within one year is included in “Notes payable — related parties, current” in the condensed consolidated balance sheets. During the nine months ended June 30, 2025 and 2024, the Company made principal payments of $115 and $854 on the 7% promissory notes.

MOBIX LABS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited, in thousands, except share and per share amounts)

~~Notes~~7% ~~Payable~~Promissory Notes — Related Parties

AsThe ofCompany ~~September~~has ~~30,~~two ~~2024,~~outstanding ~~the~~promissory ~~Company~~notes ~~had~~with ~~one~~related ~~outstanding~~parties ~~note~~which ~~payable~~bear tointerest aat ~~related~~7% ~~party~~per annum and are unsecured. One 7% promissory note, ~~with~~having a principal balance of $~~330~~896 as of December 31, 2025, is payable in monthly payments of varying amounts through September 2026. The other 7% promissory note, ~~matured~~having a principal balance of $1,169 as of December 31, 2025, no longer bears interest; the outstanding principal and previously accrued interest balance is payable in ~~November~~monthly ~~2024~~payments ~~and~~of ~~the~~varying ~~Company~~amounts ~~repaid~~through March 2027, with the ~~note~~remaining principal inof ~~April~~$979 ~~2025~~payable on May 15, 2027. The ~~note~~outstanding ~~was~~principal ~~unsecured~~balance of the 7% promissory notes is included in “Notes payable — related parties, current” and ~~bore~~“Notes ~~interest~~payable at— ~~16%~~related ~~per~~parties, ~~annum~~noncurrent” in the condensed consolidated balance sheet as of December 31, 2025. During the ~~nine~~ three months ended ~~June~~December 30, 2025 and 2024, the Company made principal payments of $~~330~~186 and $~~444~~0, respectively, on ~~notes~~the ~~payable—related~~7% ~~parties~~promissory notes.

Note 118 — ~~Fair Value Measurements~~Leases

The ~~carrying amounts of the~~ Company’s ~~cash,~~has ~~accounts~~entered ~~receivable~~into ~~and~~operating ~~accounts~~leases ~~payable~~for ~~approximate~~office ~~their fair value due to the short-term nature of these instruments~~space. The ~~Company~~leases ~~believes~~have ~~the~~remaining ~~aggregate~~terms ~~carrying~~ranging ~~value~~from ofeleven ~~debt~~months ~~approximates~~to ~~its~~1.6 ~~fair~~years ~~value as of June 30, 2025~~ and expire ~~September~~at ~~30,~~various ~~2024~~dates ~~because~~through ~~the~~July ~~notes~~2027. ~~payable,~~The ~~the~~leases 7%do ~~promissory~~not ~~notes~~contain -residual ~~related~~value ~~parties~~guarantees ~~and~~or ~~the~~restrictive ~~notes~~covenants. ~~payable~~The -following lease ~~related~~costs ~~parties~~are ~~each mature~~included ~~within~~in ~~one~~the tocondensed ~~two~~consolidated ~~years~~statements of ~~the~~operations ~~respective~~and ~~balance~~comprehensive ~~sheet dates.~~loss:

Fair Value Hierarchy

Liabilities measured at fair value on a recurring basis as of June 30, 2025 are as follows:

Schedule of Fair Value Assets And Liabilities Measured On Recurring Basis

	Level 1		Level 2		Level 3		Total
Earnout liability	$	—	$	—	$	1,190	$	1,190
PIPE Common Warrants		—		—		3,456		3,456
Private Warrants		—		—		300		300
Total	$	—	$	—	$	4,946	$	4,946

The Company classifies the earnout liability, the PIPE Common Warrants and the Private Warrants as Level 3 financial instruments due to the judgment required to develop the assumptions used and the significance of those assumptions to the fair value measurement. No financial instruments were transferred between levels of the fair value hierarchy during the nine months ended June 30, 2025 or 2024. The following table provides a reconciliation of the balance of financial instruments measured at fair value on a recurring basis using Level 3 inputs:

Schedule of Fair Value Measured On Recurring Basis Unobservable Input Reconciliation

Nine months ended June 30, 2025:	Earnout Liability			Liability Classified Warrants
Balance, September 30, 2024	$	1,680		$	2,139
Sale of warrants in private placement		—			2,853
Modification of warrants in connection with private placement		—			721
Exercise of warrants		—			(720	)
Change in fair value included in net loss		(490	)		(1,237	)
Balance, June 30, 2025	$	1,190		$	3,756

MOBIX LABS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited, in thousands, except share and per share amounts)

Nine months ended June 30, 2024:	Earnout Liability			Liability Classified Warrants			PIPE Make-Whole Liability			SAFEs
Balance, September 30, 2023	$	—		$	—		$	—		$	1,512
Liabilities recognized		33,559			882			2,071			—
Conversion to Class A Common Stock in the Merger		—			—			—			(1,522	)
Settlement of liability		—			(332	)		—			—
Change in fair value included in net loss		(30,599	)		12			(122	)		10
Balance, June 30, 2024	$	2,960		$	562		$	1,949		$	—

Earnout Liability

The Company estimates the fair value of the earnout liability using a Monte Carlo simulation model that utilizes significant assumptions, including volatility, expected term and risk-free rate that determine the probability of achieving the earnout conditions. The following table summarizes the assumptions used in estimating the fair value of the earnout liability at the respective dates:

Schedule of Fair Value of Earnout Liability

	June 30, 2025			September 30, 2024
Stock price	$	0.77		$	1.06
Expected volatility		80.0	%		70.0	%
Risk-free rate		3.9	%		3.6	%
Contractual term		6.5 years			7.2 years

PIPE Common Warrants

The Company estimates the fair value of the PIPE Common Warrants using the Black-Scholes option pricing model, which utilizes significant assumptions, including volatility, expected term and risk-free rate. The following table summarizes the assumptions used in estimating the fair value of the PIPE Common Warrants at the respective dates:

	June 30, 2025			September 30, 2024
Stock price	$	0.77		$	1.06
Expected volatility		59.0	%		55.7	%
Risk-free rate		3.8 – 4.0	%		3.5 – 3.9	%
Contractual term		0.8 – 5.0 years			1.1 – 5.1 years

Note 12 — Leases

The Company has entered into operating leases for office space. The leases have remaining terms ranging from four months to 2.2 years and expire at various dates through August 2027. The leases do not contain residual value guarantees or restrictive covenants.

In March 2025, the Company entered into an operating lease for a 2,713 square foot facility in Irvine, California, used as its corporate headquarters. The lease has an initial term of two years, with monthly rent payments of $7, and requires a security deposit of $22. In connection with the lease, the Company recognized a right-of-use asset and an operating lease liability of $145. In May 2025, the Company also entered into a new lease for a 2,400 square foot facility it currently occupies in Newburyport, Massachusetts, used for research and manufacturing. The lease has an initial term of two years, with monthly rent payments of $3. In connection with the lease, the Company recognized a right-of-use asset and an operating lease liability of $66. The Company also modified the lease on a property it occupies in Lowell, Massachusetts to reduce the remaining lease term. As a result of the modification, the Company recognized an $86 reduction in the related ROU asset and operating lease liability.

MOBIX LABS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited, in thousands, except share and per share amounts)

Also in March 2025, the Company vacated a leased 19,436 square foot office in Irvine, California, having a remaining lease term of 2.4 years and in April 2025 the lease was terminated. As a result of the termination of the lease, the Company recognized an impairment loss of $725 to reduce the carrying value of this asset group to its estimated fair value. The resulting impairment loss is included in “Impairment of long-lived assets” in the condensed consolidated statements of operations and comprehensive loss.

Effective October 1, 2024, the Company entered into an operating lease with a related party for a 6,149 square foot facility in Irvine, California used for the design, manufacture and sale of the Company’s interconnect products. The lease has an initial term of fifteen months, with monthly rent payments of $12, and requires a security deposit of $30. Rent paid under the lease was $35 and $106 for the three months and nine months ended June 30, 2025. In connection with the lease, the Company initially recognized a right-of-use asset of $162. As of June 30, 2025, an operating lease liability under this lease of $69 is included in “Operating lease liabilities, current” in the condensed consolidated balance sheets.

The following lease costs are included in the condensed consolidated statements of operations and comprehensive loss:

Schedule of Lease Costs

	2025		2024
	Nine months ended June 30,
	Three months ended December 31,
	2025		2024
Operating lease cost	$	~~454~~103	$	~~307~~158
Short-term lease cost		3210		8811
Total lease cost	$	~~486~~113	$	~~395~~169

Cash paid for amounts included in the measurement of operating lease liabilities for the ~~nine~~three months ended ~~June~~December 3031, 2025 and 2024 was ~~$458~~ $103 and $~~413~~189, respectively. As of ~~June~~December 3031, 2025, the weighted-average remaining lease term was 21.02 years, and the weighted-average ~~discount~~ discount rate was 15.6%. There are no other leases that had not yet commenced as of ~~June~~December 3031, 2025 that will create significant additional ~~rights~~ rights and obligations for the Company. The following table reconciles the undiscounted cash flows to the operating lease liabilities recorded on the condensed consolidated balance sheet as of December 31, 2025:

The following table reconciles the undiscounted cash flows to the operating lease liabilities recorded on the condensed consolidated balance sheet as of June 30, 2025:

Years ending September 30,
2025 (remaining three months)	$	219
2026 (remaining nine months)	$	204
2026		711
2027		99
2027		590
Total minimum lease payments		303
Total minimum lease payments		1,520
Less: imputed interest		(23	)
Less: imputed interest		(205	)
Present value of future minimum lease payments		280
Present value of future minimum lease payments		1,315
Less: current obligations under leases		(237	)
Less: current obligations under leases		(615	)
Long-term lease obligations	$	43
Long-term lease obligations	$	700

Note 139 — Commitments and Contingencies

The Company previously engaged a financial advisor to provide services and the financial advisor has asserted that the Company owes additional funds in excess of amounts previously recognized. The Company disputes the financial advisor’s claim. As of the date of these condensed consolidated financial statements, no legal proceeding has been initiated in respect of this matter. The ultimate resolution of this matter may differ from the amount recognized and any such difference could be material to the Company’s consolidated results of operations and cash flows. At this time, the Company is unable to reasonably estimate the possible amount or range of additional loss, if any, that it may incur.

Litigation

From time to time, the Company may become subject to legal proceedings, claims and litigation arising in the ordinary course of business. The Company does not believe it is currently a party to any ~~material~~ legal proceedings, —nor is the Company aware of any other pending or or threatened litigation —that the Company believes would have a material adverse effect on ~~the~~its ~~Company’s~~ business, operating results, cash flows or financial condition should such litigation be resolved unfavorably.

2311

MOBIX LABS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited, in thousands, except share and per share amounts)

Indemnifications

In the ordinary course of business, the Company often includes standard indemnification provisions in its arrangements with customers, suppliers and vendors. Pursuant to these provisions, the Company may be obligated to indemnify such parties for losses or claims suffered or incurred in connection with its service, breach of representations or covenants, intellectual property infringement or other claims made against such parties. These provisions may limit the time within which an indemnification claim can be made. The Company has not in the past incurred significant expense defending against third party claims, nor has it incurred significant expense under its standard service warranties or arrangements with its customers, suppliers and vendors. Accordingly, the Company has not recognized any liabilities for these indemnification provisions as of ~~June~~December 3031, 2025 or September 30, ~~2024~~2025.

Note 1410 — Income Taxes

The Company recorded an income tax benefit of $224 and $~~1,505~~2 for the three months ended ~~June~~December 3031, 2025 and 2024, respectively~~, and an income tax benefit of $9 and $2,801 for the nine months ended June 30, 2025 and 2024, respectively~~. The Company calculated the ~~provision (benefit) for~~ income ~~taxes~~tax ~~for~~benefit ~~the three months and nine months ended June 30, 2025 and 2024~~ using the discrete year-to-date method. ~~For~~The ~~the three months and nine months ended June 30, 2025, the~~ Company’s income tax benefit differs from an amount calculated based on statutory tax rates principally due to the Company recording a valuation allowance against the net operating losses it generated during the ~~period~~periods. The Company establishes a valuation allowance when necessary to reduce the carrying amount of its deferred tax assets when it is more likely than not that the deferred tax assets will not be realized. In evaluating the Company’s ability to realize deferred tax assets, the Company considers all available positive and negative evidence, including historical operating results, potential limitations on the Company’s ability to carry forward net operating losses, ongoing tax planning, and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis. Based on these factors, the Company has established a valuation allowance to reduce its net deferred tax assets to the amount that is more likely than not to be realized.

InNote ~~connection~~11 ~~with~~— the December 2023 acquisition of EMI Solutions and the May 2024 acquisition of Rage Systems, during the three months and nine months ended June 30, 2024 the Company recognized additional deferred tax liabilities of $1,582 and $2,666, respectively, associated with acquired intangible assets. Based on the availability of these tax attributes, the Company determined that it expects to realize a greater portion of its existing deferred tax assets and for the three months and nine months ended June 30, 2024 the Company recognized income tax benefits of $1,507 and $2,803 for the resulting reduction of the valuation allowance on its deferred tax assets.Equity

OnThe ~~July~~Company’s 4,amended ~~2025,~~and ~~United~~restated ~~States~~certificate ~~President~~of ~~Donald~~incorporation J.authorizes ~~Trump signed~~ the ~~One~~issuance ~~Big~~of ~~Beautiful~~preferred ~~Bill~~stock, ~~Act~~Class ~~(“OBBBA”)~~A ~~into~~Common ~~law.~~Stock ~~The OBBBA~~and ~~includes~~Class ~~significant~~B ~~provisions,~~Common ~~such~~Stock. asAs ~~the permanent extension~~ of ~~certain~~December ~~expiring~~31, ~~provisions of the Tax Cuts and Jobs Act~~2025, ~~modifications to~~ the ~~international~~board ~~tax framework and the restoration~~ of ~~favorable~~directors ~~tax~~had ~~treatment~~not ~~for~~designated ~~certain~~any ~~business~~series ~~provisions.~~of ~~The~~preferred ~~OBBBA has multiple effective dates~~stock, ~~with certain provisions effective in 2025~~ and ~~others~~no ~~implemented through 2027. The Company is currently assessing the~~shares ~~impact~~ of ~~the~~preferred ~~OBBBA~~stock onwere ~~its~~issued ~~operations~~or ~~and consolidated financial statements~~outstanding.

~~Note~~During 15the —three ~~Equity~~months ended December 31, 2025, the Company issued 502,954 shares of its Class A Common Stock in settlement of accounts payable and other liabilities of $417.

InDuring ~~connection~~the ~~with~~three ~~the~~months ~~Merger~~ended December 31, 2024, the Company ~~adopted~~sold ~~its~~521,739 ~~amended~~shares ~~and restated certificate~~ of ~~incorporation~~its ~~and~~Class ~~amended~~A ~~and~~Common ~~restated~~Stock ~~bylaws. The~~to ~~amended~~an ~~and~~unaffiliated ~~restated~~investor ~~certificate~~for net ofproceeds ~~incorporation authorizes the issuance~~ of ~~preferred~~$600. ~~stock,~~Also ~~Class~~during Athe ~~Common~~three ~~Stock~~months ~~and~~ended ~~Class~~December B31, ~~Common Stock.~~2024, Asholders of ~~June 30~~125,000 ~~2025,~~shares of the ~~board~~Company’s ofClass ~~directors~~B Common ~~had~~Stock ~~not~~elected ~~designated~~to ~~any~~convert ~~series~~such ofshares ~~preferred~~into ~~stock,~~the ~~and~~same nonumber of shares of ~~preferred~~the ~~stock were~~Company’s ~~issued~~Class orA ~~outstanding~~Common Stock.

~~During~~At the ~~nine~~Market ~~months~~Offering ended June 30, 2025, the Company sold 521,739 shares of its Class A Common Stock to an unaffiliated investor for net proceeds of $600. The Company also issued 610,586 shares of its Class A Common Stock to certain vendors in settlement of $700 of accounts payable. In connection therewith, the Company recognized a gain of $147. Also during the nine months ended June 30, 2025, holders of 125,000 shares of the Company’s Class B Common Stock elected to convert such shares into the same number of shares of the Company’s Class A Common Stock.Agreement

24On October 21, 2025, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with Roth Capital Partners, LLC (“Manager”) under which the Company may offer and sell, from time to time at its sole discretion, up to $15,800 in shares of its Class A Common Stock through the Manager acting in its capacity as its sales agent.

Pursuant to the ATM Agreement, sales of the Common Stock, if any, will be made under the Company’s Registration Statement on Form S-3 (File No. 333-284351) by any method that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, including privately negotiated and block transactions. The Manager will use commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal law, rules and regulations and the rules of The Nasdaq Capital Market to sell the Common Stock from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay the Manager a commission of three percent of the gross sales proceeds of any Common Stock sold through the Manager under the ATM Agreement, and also has provided the Manager with customary indemnification rights. The Company also reimbursed the Manager for certain expenses in connection with entering into the ATM Agreement.

MOBIX LABS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited, in thousands, except share and per share amounts)

During the ~~nine~~three months ended ~~June~~December 3031, ~~2024~~2025, ~~Legacy~~the ~~Mobix~~Company sold ~~482~~1,~~171~~914,496 shares of its ~~common~~Class ~~stock~~A atCommon ~~various~~Stock ~~dates~~under inthe ~~private~~ATM ~~placements~~agreement, for net proceeds (after commissions) of $31,~~286~~254. InThe ~~connection~~amount ~~with~~and timing of future proceeds the ~~issuance~~Company ofmay ~~these~~receive ~~shares,~~from ~~Legacy~~the ~~Mobix~~sale ~~also~~of ~~granted~~its ~~one~~Class A ~~investor~~Common aStock ~~warrant~~pursuant to ~~purchase 27~~the ATM Agreement,~~413~~ ~~shares~~if ofany, ~~common~~will ~~stock~~depend aton a ~~price~~number of ~~$0.01~~factors, ~~per~~including ~~share.~~that ~~The~~the ~~warrant~~Company is ~~immediately~~eligible ~~exercisable~~to ~~and~~use the ~~has~~Registration aStatement ~~term~~on ofForm ~~one~~S-3 ~~year.~~to ~~The~~sell ~~Company determined~~shares to the ~~warrant~~Manager, the number of shares the Company may elect to besell, athe ~~freestanding~~timing of ~~equity~~such ~~instrument~~sales ~~with~~and nothe ~~subsequent~~future ~~remeasurement.~~market ~~The~~price of the Company’s ~~determined~~Class A Common stock. As of the ~~amount~~date ~~recognized within~~of ~~additional~~this ~~paid~~Form 10-inQ, ~~capital~~the byCompany is ~~allocating~~unable ~~the~~to ~~proceeds~~sell ~~received~~shares ~~among~~pursuant to the ~~shares~~ATM ofAgreement ~~common~~due ~~stock~~to ~~and~~restrictions on the ~~warrant~~use ~~issued~~of ~~based~~the ~~on their~~Registration ~~relative~~Statement ~~fair~~on ~~values~~Form S-3.

As of ~~June~~December 3031, 2025, the number of shares of Class A Common Stock available for issuance under the Company’s amended and restated articles of incorporation were as follows:

Authorized number of shares of Class A Common Stock			285,000,000
Class A Common Stock outstanding			48,747,626
Less:
Reserve for conversion of Class B Common Stock			4,750,000
Class A Common Stock outstanding			66,653,248
Reserve for exercise of the Public Warrants and Private Warrants			9,000,000
Reserve for conversion of Class B Common Stock			2,004,901
Reserve for exercise of other common stock warrants			12,708,400
Reserve for exercise of common stock warrants			26,085,732
Reserve for Earnout shares			3,500,000
Reserve for RaGE Earnout			642,809
Stock options and RSUs			11,449,152
Stock options and RSUs outstanding			8,656,766
Awards available for grant under 2023 Equity Incentive Plan			1,711,926
Reserve for vested RSUs with deferred delivery			4,260,968
Awards available for grant under 2023 Equity Incentive Plan			5,185,685
Awards available for grant under 2023 Employee Stock Purchase Plan			687,055
Shares of Class A Common stock available for issuance			~~186~~172,~~860~~907,~~691~~986

The Company has never declared or paid any dividends on any class of its equity securities and does not expect to do so in the near future.

Note 1612 — Warrants

Outstanding warrants consist of the following:

Schedule of Outstanding Warrants

	June 30, 2025		September 30, 2024
Range of Exercise Prices Per Share:	December 31, 2025		September 30, 2025
Public Warrants		6,000,000		6,000,000
Public Warrants and Private Warrants - $5.79		9,000,000		9,000,000
Private Warrants		3,000,000		3,000,000
Other Warrants:
PIPE Warrants		250,000		1,750,000
$0.01		380,000		380,000
PIPE Common Warrants		5,755,396		5,755,396
$0.82 to $0.96		6,328,594		6,328,594
Common Warrants		4,876,860		—
$1.08 to $1.18		10,020,754		9,020,754
Other warrants		1,826,144		2,170,403
$1.74 to $2.00		356,384		356,384
Total		2126,~~708~~085,~~400~~732		1825,~~675~~085,~~799~~732
Warrants outstanding		26,085,732		25,085,732

April 2025 Offering

On April 4, 2025, the Company entered into a securities purchase agreement (the “2025 Securities Purchase Agreement”) with an institutional accredited investor. Pursuant to the 2025 Securities Purchase Agreement, on April 7, 2025 the Company issued 3,850,000 shares of Class A common stock and a pre-funded warrant to purchase up to 1,026,860 shares of Class A Common Stock in a registered direct offering priced at-the-market under Nasdaq rules (the “Registered Direct Offering”). The public offering price for each share was $0.8202 and the public offering price for each pre-funded warrant was $0.8201. In addition, in a concurrent private placement (together with the Registered Direct Offering, the “April 2025 Offering”), the Company issued unregistered common stock warrants (the “Common Warrants”) to purchase up to 4,876,860 shares of the Company’s Class A Common Stock. The pre-funded warrant has an exercise price of $0.0001 per share, is exercisable immediately and may be exercised at any time. The Common Warrants have an exercise price of $0.8202, are exercisable upon receipt of stockholder approval of the issuance of the shares of Class A Common Stock underlying the Common Warrants, which was obtained on May 30, 2025 and will expire five years after such stockholder approval on May 30, 2025. The net proceeds to the Company from the April 2025 Offering were $3,645, after payment of the placement agent’s fees of $355. The Company allocated the transaction costs among the liability-classified and equity-classified securities issued in the April 2025 Offering. The portion of such costs allocated to liability-classified securities is included in “Private placement costs expensed” in the unaudited condensed consolidated statements of operations and comprehensive loss. During the nine months ended June 30, 2025, the investor fully exercised the prefunded warrant.

MOBIX LABS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited, in thousands, except share and per share amounts)

In connection with the April 2025 Offering, the Company also amended the outstanding PIPE Common Warrants—comprised of Series A Warrants and Series B Warrants (issued in July 2024) to purchase up to an aggregate of 5,755,396 shares of Class A Common Stock—to reduce the exercise price from $1.39 per share to $0.8202 per share, which became exercisable beginning on the effective date of stockholder approval, which was obtained on May 30, 2025. The Company also extended the term of the Series B warrants from January 3, 2026 to April 3, 2026. The term of the Series A Warrants remains unchanged and will expire on January 3, 2030.

The Company also issued the placement agent warrants to purchase an aggregate of 682,760 shares of Class A Common Stock. These warrants have an exercise price of $0.8202 per share, become exercisable upon stockholder approval, will expire on April 4, 2030 and are not transferable prior to October 1, 2025.

Liability-Classified Warrants

The Company ~~accounts~~evaluated ~~for~~all common stock warrants at the ~~Private~~time ~~Warrants~~of asissuance ~~liabilities~~and ~~because~~concluded ~~they~~that docertain warrants did not meet the derivative scope exception. ~~for~~Specifically, ~~contracts~~these inwarrants ~~the Company’s~~contained ~~own~~provisions ~~stock.~~that Ataffected ~~the~~their ~~time~~settlement ofamounts ~~Closing,~~which ~~the~~are ~~Company~~not ~~estimated~~inputs into the ~~aggregate fair value~~ pricing of ~~the~~a ~~Private Warrants using the Black~~fixed-~~Scholes option~~for-~~pricing~~fixed ~~model~~option ~~and~~on ~~recognized~~equity ~~a liability of $150~~shares. AsTherefore, ofthese ~~June~~warrants ~~30,~~were ~~2025,~~not ~~all~~considered ofindexed to the ~~Private~~Company’s ~~Warrants~~stock ~~remain~~and were ~~outstanding~~classified ~~and~~as ~~the Company~~liabilities. ~~adjusted~~At ~~the~~their ~~carrying~~respective ~~amount~~dates of issuance, the ~~liability~~Company torecognized ~~its~~a ~~estimated~~liability ~~fair~~for ~~value~~each of ~~$300.~~the Asliability-classified warrants ain ~~result~~the amount of ~~changes~~its inestimated ~~the~~ fair value of using the ~~liability,~~Black-Scholes ~~the~~option-pricing model. The Company ~~recorded~~subsequently ~~non-cash~~adjusts ~~gains~~the carrying ~~(losses)~~amount of ~~$30~~the ~~and~~liability ~~$(412)~~ for ~~the~~each ~~nine~~warrant ~~months~~to ~~ended~~its ~~June~~estimated ~~30,~~fair ~~2025~~value ~~and~~as ~~2024,~~of ~~which are~~the ~~included~~end inof ~~“Change~~each inreporting ~~fair~~period ~~value~~(or ofthrough the warrants”’ inrespective ~~the~~dates ~~condensed~~of ~~consolidated~~exercise ~~statements~~or ofmodification, ~~operations~~if ~~and comprehensive loss~~earlier).

The Company also accounts for the PIPE Common Warrants (issued in a July 2024 private placement) and the Common Warrants and the prefunded warrants (each issued in the April 2025 Offering) as liabilities because they do not meet the derivative scope exception for contracts in the Company’s own stock. As of June 30, 2025, the Company adjusted the carrying amount of the liability for the PIPE Common Warrants and Common Warrants to its estimated fair value of $3,456, included in “Other noncurrent liabilities” in the condensed consolidated balance sheets. As a result of changes in the fair value of the liability, the Company recorded non-cash gains of $600 and $1,207, respectively, for the three months and nine months ended June 30, 2025, which are included in “Change in fair value of warrants” in the condensed consolidated statements of operations and comprehensive loss.13

Other Warrants

During the nine months ended June 30, 2025, PIPE Warrants to purchase an aggregate of 1,500,000 shares of the Company’s Class A Common Stock were exercised, for net proceeds to the Company of $15.

In connection with the Merger, all of Legacy Mobix’s outstanding warrants were assumed by the Company and converted into the same number of warrants to purchase shares of the Company’s Class A Common Stock, with no change to their exercise prices or other terms. Subsequent to the Merger, warrants to purchase an aggregate of 373,031 shares were exercised and converted into 369,671 shares of Class A Common Stock, with no cash proceeds to the Company.

During the nine months ended June 30, 2024, the Company issued warrants to purchase an aggregate of 205,965 shares of its common stock at $0.01 per share in connection with borrowings and warrants to purchase an aggregate of 27,413 shares of common stock at a price of $0.01 per share to investors in connection with the sale of shares of its common stock. The Company also issued warrants to purchase 130,000 shares of its Class A Common Stock at $0.01 per share to a service provider, in respect of services rendered to Legacy Mobix prior to the Merger.

MOBIX LABS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited, in thousands, except share and per share amounts)

InOn ~~addition~~October 24, ~~during~~2025, the ~~nine~~Company ~~months~~entered ~~ended~~into ~~June~~amendments ~~30,~~to ~~2024~~certain ~~Legacy~~liability-classified ~~Mobix~~warrants ~~failed~~ to ~~repay~~purchase ~~the~~an ~~principal~~aggregate ~~amount~~of 13,375,490 shares of aits ~~note~~Class ~~payable~~A byCommon ~~its~~Stock. ~~maturity date~~The ~~and~~amendments ~~was~~revised ~~obligated~~certain toterms ~~issue~~of the warrants, toincluding ~~purchase~~terms ~~103,000~~that ~~shares~~could ofpotentially ~~its~~require cash ~~Class~~settlement, Asuch ~~Common~~that ~~Stock~~under atthe ~~$0.01~~guidance ~~per~~in ~~share~~ASC to480 and ASC 815, the ~~lender~~warrants asare ~~additional consideration~~equity-classified financial instruments. ~~During~~The ~~the~~amendments did ~~nine~~not ~~months~~affect ~~ended~~any ~~June~~terms ~~30,~~of ~~2024,~~the warrants that are inputs into the ~~Company~~estimation ~~recognized~~of ~~$732~~the fair value of ~~interest~~warrants ~~expense~~under ~~for~~the Black-Scholes option pricing model, which the ~~estimated~~Company uses to estimate the fair value of ~~these~~ warrants.

~~Note~~As 17a —result of the amendments to the warrants, the Company remeasured the related liabilities to their estimated fair value of $6,912 as of the date of the amendments and reclassified this amount from “Liability-classified warrants” to “Additional paid-in capital” in the condensed consolidated balance sheet. As consideration for these amendments, the Company issued the warrant holder an additional warrant to purchase 1,000,000 shares of Class A Common Stock at a price of $1.08 per share. The Company recognized the $514 fair value of the additional warrant as an expense, included in “Other non-~~Based~~operating ~~Compensation~~losses, net” in the condensed consolidated statements of operations and comprehensive loss for the three months ended December 31, 2025.

~~The~~As ~~Company’s~~a ~~2023~~result ~~Equity~~of ~~Incentive~~changes ~~Plan~~in ~~provides for~~ the ~~issuance~~fair value of ~~stock~~liability-classified ~~options,~~warrants ~~restricted~~outstanding ~~stock~~during ~~awards~~the periods, ~~RSUs~~for ~~and~~the ~~other~~three ~~stock-based compensation~~months ~~awards~~ended ~~to employees~~December 31, ~~directors,~~2025 ~~officers~~and 2024, ~~consultants~~the orCompany ~~others~~recognized ~~who~~net ~~provide~~non-cash ~~services~~losses toof ~~the~~$323 ~~Company.~~and ~~The Company has reserved 10~~$2,~~600~~658,~~000~~ ~~shares~~respectively, ofwhich ~~its~~are ~~Class~~included Ain ~~Common~~“Change ~~Stock~~in fair ~~for~~value ~~issuance~~of ~~under~~warrants” in the ~~terms~~condensed ofconsolidated ~~the~~statements ~~2023~~of ~~Equity~~operations ~~Incentive~~and ~~Plan~~comprehensive loss. ~~Prior~~As toof ~~the~~December ~~Merger~~31, ~~Legacy~~2025 ~~Mobix~~and ~~had~~September ~~three~~30, ~~equity~~2025, ~~incentive~~the ~~plans~~related ~~which~~liabilities ~~provided~~of ~~for~~$270 ~~the~~and ~~issuance~~$6,859, ofrespectively, ~~stock~~are included in “Liability-~~based~~classified ~~compensation~~warrants” in ~~awards~~the condensed consolidated balance sheets.

Note 13 — Stock-Based Compensation

The Company’s 2023 Equity Incentive Plan provides for the issuance of stock options, restricted stock awards, RSUs and other stock-based compensation awards to employees, directors, officers, consultants or others who provide services to the Company. The specific terms of such awards are to be established by the board of directors or a committee thereof. As of December 31, 2025, 1,711,926 shares of the Company’s Class A Common Stock are available for the grant of awards under the 2023 Equity Incentive Plan.

Restricted Stock Units

InDuring ~~connection~~the ~~with~~three ~~the~~months ~~Merger~~ended December 31, ~~all~~2024, ofthe ~~Legacy~~Company ~~Mobix’s~~and ~~RSUs~~a ~~were~~former ~~assumed~~employee byentered into certain agreements wherein the Company agreed to accelerate the vesting of 999,999 common stock warrants and ~~converted~~grant ~~into~~the holder an ~~RSU~~additional ~~covering~~250,000 warrants to purchase shares of its Class A Common Stock. The warrants are immediately exercisable and have an exercise price of $0.01 per share. Subsequently, the ~~same~~Company agreed to cancel 450,000 of these common stock warrants and replace them with the same number of ~~shares~~fully vested RSUs. As a result of the acceleration of vesting and the grant of the warrants, during the three months ended December 31, 2024 the Company’s ~~Class~~recognized Aadditional stock-based ~~Common~~compensation ~~Stock~~expense of $6,917.

~~Prior~~A tosummary ~~the Merger, Legacy Mobix agreed, contingent upon closing~~ of ~~the~~activity ~~Merger,~~in ~~to issue an aggregate of 5,000,000 RSUs (of which 999,999 were subsequently modified to common stock warrants upon~~ the ~~holder~~Company’s ~~termination~~RSUs of employment) to certain of its officers and key employees over three years, beginning on the first anniversary of the Closing of the Merger. Because the vesting of these awards was subject to both a service condition and a performance condition (the completion of the Merger), the Company determined that vesting of the awards was not probable and did not recognize any stock-based compensation expense for ~~these awards prior to~~ the ~~Closing.~~three Upon Closing, the performance condition was satisfied, and vesting of the awards is subject only to a service condition. As a result, the Company recognizes the value of these awards over the requisite service period and during the nine months ended ~~June~~December 3031, ~~2024,~~2025 ~~the~~is ~~Company recognized~~as stock-based compensation expense of $10,858 relating to these RSUs and warrants, representing a catch-up for the portion of the service period that had elapsed from the date of the awards through the Closing.follows:

~~During~~ Schedule ~~the nine months ended June 30, 2025, the Company and a former employee entered into certain agreements wherein the Company agreed to accelerate the vesting~~ of ~~999,999~~Activity ~~common~~in ~~stock warrants and grant~~ the ~~holder an additional 250,000 common stock warrants. The warrants are immediately exercisable and have an exercise price of $0.01 per share. Subsequently, the~~ Company's ~~agreed to cancel 450,000 of these common stock warrants and replace them with the same number of fully vested~~ RSUs~~. As a result of the acceleration of vesting and the grant of the warrants, during the nine months ended June 30, 2025 the Company recognized additional stock-based compensation expense of $6,917.~~

A summary of activity in the Company’s RSUs for the nine months ended June 30, 2025 is as follows:

	Number of units			Weighted- Average Grant Date Fair Value per Unit
Outstanding at September 30, 2025		9,546,008		$	4.21
Granted		234,996			0.86
Forfeited		(52,691	)		1.19
Vested		(4,002,126	)		4.14
Outstanding at December 31, 2025		5,726,187			4.59

~~Schedule of Activity in Company's RSUs~~14

	Number of units			Weighted- Average Grant Date Fair Value per Unit
Outstanding at September 30, 2024		4,463,253		$	7.93
Granted		6,951,722			1.03
Forfeited		(17,327	)		5.47
Vested		(5,193,502	)		0.92
Outstanding at June 30, 2025		6,204,146			6.07

Unrecognized compensation expense related to RSUs was $15,473 as of June 30, 2025 and is expected to be recognized over a weighted-average period of 2.3 years.

MOBIX LABS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited, in thousands, except share and per share amounts)

Unrecognized compensation expense related to RSUs was $9,627 as of December 31, 2025 and is expected to be recognized over a weighted-average period of 2.0 years.

Restricted Stock Awards

InA ~~January~~summary ~~2024, the Compensation Committee approved the grant~~ of ~~restricted~~activity ~~stock~~in ~~awards (“RSAs”) for a total of 5,100,000 shares of~~ the Company’s ~~Class~~RSAs Afor ~~Common Stock to two officers and directors of~~ the ~~Company,~~three ~~subject~~months toended ~~stockholder~~December ~~approval which was obtained on January 3~~31, 2025. ~~The~~is ~~restricted~~as stock awards were made pursuant to separate award agreements between the Company and each of the recipients. One RSA will vest in specified quarterly amounts from July 2025 through July 2028; the other RSA will vest over a two-year period and can be accelerated if certain stock price thresholds are met.follows:

~~Additionally,~~Schedule ~~in May 2025 the board~~ of ~~directors~~Activity ~~approved,~~in ~~and on May 30, 2025~~ the Company’'s ~~stockholders approved, the grant of~~ RSAs for a total of 2,745,099 shares of the Company’s Class B Common Stock to certain directors and an officer of the Company. The RSAs will vest over five years, with 10% vesting on the first anniversary of the award date and the remaining 90% vesting in equal quarterly installments over the following four years.

	Number of shares			Weighted- Average Grant Date Fair Value per Share

Outstanding at September 30, 2025		4,872,500		$	0.70
Vested		(355,000	)		0.70
Outstanding at December 31, 2025		4,517,500			0.70

Unrecognized compensation expense related to RSAs was $2,414 as of December 31, 2025 and is expected to be recognized over a weighted-average period of 1.8 years.

Stock Options

Stock option activity for the ~~nine~~three months ended ~~June~~December 3031, 2025 is as follows:

Schedule of Stock Option Activity

	Number of Options			Weighted- Average Exercise Price per Share		Weighted- Average Remaining Contractual Term (years)
Outstanding at September 30, 2024		2,740,846		$	4.89
Outstanding at September 30, 2025		2,452,324		$	4.85
Expired		(216,953	)		4.92
Exercised		(323,529	)		0.17
Forfeited		(71,273	)		6.04
Expired		(14,178	)		5.06
Outstanding at June 30, 2025		2,452,620			4.85		6.1
Outstanding at December 31, 2025		2,114,617			5.57		5.8
Exercisable at June 30, 2025		2,297,204			4.72		6.1
Exercisable at December 31, 2025		2,025,079			5.51		5.8

Unrecognized stock-based compensation expense related to stock options, totaling $~~522~~286 as of ~~June~~December 3031, 2025, is expected to be recognized over a weighted-average period of ~~1.3~~eleven ~~years~~months. The aggregate intrinsic value of stock options outstanding and stock options exercisable as of ~~June~~December 3031, 2025 was $~~388~~32 and $~~388~~32, respectively. The total intrinsic value of options exercised during the ~~nine~~three months ended ~~June 30~~December 31, 2025 and 2024 was $4165 and $0,~~709~~ respectively. The total fair value of options that vested during the ~~nine~~three months ended ~~June~~December 3031, 2025 and 2024 was $~~471~~116 and $1179,~~531,~~ respectively. No stock options were granted during the three months ended December 31, 2025 and 2024.

The weighted-average grant date fair value of options granted during the nine months ended June 30, 2024 was $3.50. The fair value of stock options granted was estimated with the following assumptions:

Schedule of Weighted-Average Grant Date Fair Value of Options Granted

	Nine months ended June 30, 2024
	Range
	Low			High
Expected volatility		54.8	%		55.6	%
Expected dividend yield		0	%		0	%
Risk-free interest rate		3.9	%		4.4	%
Expected term (years)		4.5			5.3

MOBIX LABS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited, in thousands, except share and per share amounts)

The condensed consolidated statements of operations and comprehensive loss include stock-based compensation expense as follows:

	2025		2024		~~2025~~		~~2024~~
	Three months ended June 30,				Nine months ended June 30,
	Three months ended December 31,
	2025		2024		~~2025~~		~~2024~~
Cost of revenue	$	64	$	27	$	122	$	27
Cost of revenue – product	$	36	$	5
Research and development		66		161		212		936
Cost of revenue – services		22		11
Selling, general and administrative		6,972		3,434		19,922		16,805
Cost of revenue		22		11
Total stock-based compensation expense	$	7,102	$	3,622	$	20,256	$	17,768
Research and development		90		81
Selling, general and administrative		4,991		9,705
Total stock-based compensation expense	$	5,139	$	9,802

~~Note 18 — Net Income (Loss) Per Share~~15

The Company computes net income (loss) per share of Class A and Class B Common Stock using the two-class method. Basic net income (loss) per share is computed using the weighted-average number of shares outstanding during the period. Diluted net income (loss) per share is computed using the weighted-average number of shares and the effect of potentially dilutive securities outstanding during the period. Potentially dilutive securities consist of stock options, warrants, RSUs and other contingently issuable shares. The dilutive effect of outstanding stock options, warrants, RSUs and other contingently issuable shares is reflected in diluted earnings per share by application of the more dilutive of (a) the two-class method or (b) the if-converted method and treasury stock method, as applicable. The computation of the diluted net income (loss) per share of Class A Common Stock assumes the conversion of Class B Common Stock, while the diluted net income (loss) per share of Class B Common Stock does not assume the conversion of those shares.

In periods where the Company has a net loss, most potentially dilutive securities are not included in the computation as their impact is anti-dilutive; those potentially dilutive securities whose impact is dilutive are included in the computation. In periods where their effect is dilutive, potentially dilutive securities are included in the computation of diluted income (loss) per share as if the underlying shares had been issued as of the later of the beginning of the fiscal period or the date of issuance of those securities. Inclusion of those securities under the if-converted method increases both the net loss for the period and the number of shares used in the per share computation and is dilutive to the Company’s net income (loss) per share.

MOBIX LABS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited, in thousands, except share and per share amounts)

~~Schedule~~Note 14 of— ~~Earnings~~Fair ~~Per~~Value ~~Share Basic and Diluted~~Measurements

		Class A			Class B			Class A			Class B
	Three months ended June 30,
	2025						2024
		Class A			Class B			Class A			Class B
Basic net loss per share:
Numerator:
Net loss available to common stockholders	$	(7,932	)	$	(340	)	$	(7,112	)	$	(567	)
Denominator:
Weighted-average shares outstanding		46,780,394			2,004,901			28,297,162			2,254,901
Basic net loss per share	$	(0.17	)	$	(0.17	)	$	(0.25	)	$	(0.25	)
Diluted net loss per share:
Numerator:
Net loss available to common stockholders	$	(7,932	)	$	(340	)	$	(7,112	)	$	(567	)
Reallocation of net loss as a result of conversion of Class B to Class A Common Stock		(340	)		—			(567	)		—
Allocation of net loss	$	(8,272	)	$	(340	)	$	(7,679	)	$	(567	)
Denominator:
Number of shares used in basic earnings per share calculation		46,780,394			2,004,901			28,297,162			2,254,901
Conversion of Class B to Class A Common Stock		2,004,901			—			2,254,901			—
Number of shares used in per share computation		48,785,295			2,004,901			30,552,063			2,254,901
Diluted net loss per share	$	(0.17	)	$	(0.17	)	$	(0.25	)	$	(0.25	)

The carrying amounts of the Company’s cash, accounts receivable and accounts payable approximate their fair value due to the short-term nature of these instruments. The Company believes the aggregate carrying value of debt approximates its fair value as of December 31, 2025 and September 30, 2025 because the notes payable, the 7% promissory notes - related parties and the notes payable - related parties each mature within one to two years of the respective balance sheet dates.

30Fair Value Hierarchy

Liabilities measured at fair value on a recurring basis as of December 31, 2025 are as follows:

	Level 1		Level 2		Level 3		Total
Earnout liability	$	—	$	—	$	280	$	280
Liability-classified warrants		—		—		270		270

Total	$	—	$	—	$	550	$	550

The Company classifies the earnout liability and the liability-classified warrants as Level 3 financial instruments due to the judgment required to develop the assumptions used and the significance of those assumptions to the fair value measurement. No financial instruments were transferred between levels of the fair value hierarchy during the three months ended December 31, 2025 or 2024. The following table provides a reconciliation of the balance of financial instruments measured at fair value on a recurring basis using Level 3 inputs:

Three months ended December 31, 2025:	Earnout Liability			Liability Classified Warrants
Balance, September 30, 2025	$	1,240		$	6,859
Reclassification of warrant liabilities to equity		—			(6,912	)
Change in fair value included in net loss		(960	)		323

Balance, December 31, 2025	$	280		$	270

Three months ended December 31, 2024:	Earnout Liability		Liability Classified Warrants
Balance, September 30, 2024	$	1,680	$	2,139
Beginning balance	$	1,680	$	2,139
Change in fair value included in net loss		1,940		2,658

Balance, December 31, 2024	$	3,620	$	4,797
Ending balance	$	3,620	$	4,797

Liability-Classified Warrants

As of December 31, 2025, liability-classified warrants consist of the Private Warrants. The Company estimates the fair value of the Private Warrants based on quoted market prices for the Public Warrants, which have substantially the same economic characteristics. As of September 30, 2025, the Company estimated the fair value of liability-classified warrants (other than the Private Warrants)—including those amended during the three months ended December 31, 2025—using the Black-Scholes option pricing model.

MOBIX LABS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited, in thousands, except share and per share amounts)

		Class A			Class B			Class A			Class B
	Nine months ended June 30,
	2025						2024
		Class A			Class B			Class A			Class B
Basic net loss per share:
Numerator:
Allocation of net loss	$	(28,944	)	$	(1,458	)	$	(7,770	)	$	(727	)
Deemed dividend from warrant price adjustment		—			—			(604	)		(57	)
Net loss available to common stockholders	$	(28,944	)	$	(1,458	)	$	(8,374	)		(784	)
Denominator:
Weighted-average shares outstanding		40,437,001			2,037,410			24,095,237			2,254,901
Basic net loss per share	$	(0.72	)	$	(0.72	)	$	(0.35	)	$	(0.35	)
Diluted net loss per share:
Numerator:
Net loss available to common stockholders	$	(28,944	)	$	(1,458	)	$	(8,374	)	$	(784	)
Change in fair value of liability-classified warrants		—			—			(366	)		(34	)
Reallocation of net loss as a result of conversion of Class B to Class A Common Stock		(1,458	)		—			(818	)		—
Reallocation of net loss		—			—			—			2
Allocation of net loss	$	(30,402	)	$	(1,458	)	$	(9,558	)	$	(816	)
Denominator:
Number of shares used in basic earnings per share calculation		40,437,001			2,037,410			24,095,237			2,254,901
Shares issuable under liability-classified warrants		—			—			60,882			—
Conversion of Class B to Class A Common Stock		2,037,410			—			2,254,901			—
Number of shares used in per share computation		42,474,411			2,037,410			26,411,020			2,254,901
Diluted net loss per share	$	(0.72	)	$	(0.72	)	$	(0.36	)	$	(0.36	)

The following table summarizes the significant assumptions used in estimating the fair value of liability-classified warrants under the Black-Scholes option pricing model:

~~For~~ Schedule ~~purposes~~ of ~~applying~~Fair ~~the~~Value ifof ~~converted~~Liability method or treasury stock method for calculating diluted earnings per share, the Public Warrants, Private Warrants, PIPE Common Warrants, Common Warrants, Placement Agent Warrants, RSUs and stock options result in anti-~~dilution.~~ ~~Therefore, these~~Classified securities are not included in the computation of diluted net loss per share. The Earnout Shares and shares issuable under the RaGE Earnout were not included for purposes of calculating the number of diluted shares outstanding because the number of dilutive shares is based on a contingency which had not been met, and the contingency was not resolved, during the periods presented herein.Warrants

	September 30, 2025
Stock price	$	0.81
Expected volatility		79.0	%
Risk-free rate		3.7	%
Contractual term		4.3 – 4.9 years

Earnout Liability

	December 31, 2025			September 30, 2025
Stock price	$	0.27		$	0.81
Expected volatility		90.0	%		80.0	%
Risk-free rate		3.8	%		3.8	%
Contractual term		6.0 years			6.2 years

Note 15 — Net Loss Per Share

The Company computes net loss per share of Class A and Class B Common Stock using the two-class method. Basic net loss per share is computed using the weighted-average number of shares outstanding during the period. Diluted net loss per share is computed using the weighted-average number of shares and the effect of potentially dilutive securities outstanding during the period. Potentially dilutive securities consist of stock options, warrants, RSAs, RSUs and other contingently issuable shares. The dilutive effect of outstanding stock options, warrants, RSAs, RSUs and other contingently issuable shares is reflected in diluted earnings per share by application of the more dilutive of (a) the two-class method or (b) the if-converted method and treasury stock method, as applicable. The computation of the diluted net loss per share of Class A Common Stock assumes the conversion of Class B Common Stock, while the diluted net loss per share of Class B Common Stock does not assume the conversion of those shares.

In periods where the Company has a net loss, most potentially dilutive securities are not included in the computation as their impact is anti-dilutive; those potentially dilutive securities whose impact is dilutive are included in the computation. In periods where their effect is dilutive, liability-classified warrants are included in the computation of diluted loss per share as if the underlying shares had been issued as of the later of the beginning of the fiscal period or the date of issuance of those securities. Inclusion of those securities increases both the net loss for the period and the number of shares used in the per share computation and is dilutive to the Company’s net loss per share.

MOBIX LABS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited, in thousands, except share and per share amounts)

~~The potential~~ Schedule ~~shares~~ of ~~Class~~Earnings APer ~~Common~~Share ~~Stock~~Basic ~~that~~and were excluded from the computation of diluted net income (loss) per share attributable to stockholders for the periods presented because including them would have an antidilutive effect were as follows:Diluted

		Class A			Class B			Class A			Class B
	Three months ended December 31,
	2025						2024
		Class A			Class B			Class A			Class B
Basic net loss per share:
Numerator:
Allocation of net loss	$	(9,803	)	$	(322	)	$	(18,754	)	$	(1,085	)
Denominator:
Weighted-average shares outstanding		61,053,860			2,004,901			36,324,198			2,101,368
Basic net loss per share	$	(0.16	)	$	(0.16	)	$	(0.52	)	$	(0.52	)

Diluted net loss per share:
Numerator:
Allocation of net loss	$	(9,803	)	$	(322	)	$	(18,754	)	$	(1,085	)
Reallocation of net loss as a result of conversion of Class B to Class A Common Stock		(322	)		—			(1,085	)		—
Allocation of net loss	$	(10,125	)	$	(322	)	$	(19,839	)	$	(1,085	)

Denominator:
Number of shares used in basic earnings per share calculation		61,053,860			2,004,901			36,324,198			2,101,368
Conversion of Class B to Class A Common Stock		2,004,901			—			2,101,368			—
Number of shares used in per share computation		63,058,761			2,004,901			38,425,566			2,101,368
Diluted net loss per share	$	(0.16	)	$	(0.16	)	$	(0.52	)	$	(0.52	)

For the purposes of applying the if converted method or treasury stock method for calculating diluted earnings per share, the Public Warrants, Private Warrants, PIPE Common Warrants, Placement Agent Warrants, RSAs, RSUs and stock options result in anti-dilution. Therefore, these securities are not included in the computation of diluted net loss per share. Shares potentially issuable under earnout arrangements were not included for purposes of calculating the number of diluted shares outstanding because the number of dilutive shares is, in each case, based on a contingency which had not been met during the periods presented herein.

The potential shares of Class A Common Stock that were excluded from the computation of diluted net loss per share for the periods presented because including them would have an antidilutive effect were as follows:

Schedule of Antidilutive Shares

	2025		2024
	Nine months ended June 30,
	Three months ended December 31,
	2025		2024
Public Warrants and Private Warrants		9,000,000		9,000,000
Warrants		25,705,732		15,518,780
PIPE Common Warrants and Common Warrants		10,632,256		—
Shares potentially issuable under earnout arrangements		3,500,000		4,785,618
Other common stock warrants		1,446,144		1,154,945
RSAs		4,517,500		—
Earnout shares		3,500,000		3,500,000
RSUs		5,726,187		5,647,935
PIPE make-whole shares		—		1,052,030
Stock options		2,114,617		2,689,792
Shares potentially issuable under RaGE Earnout		642,809		—
Total		41,564,036		28,642,125
Restricted stock		7,845,099		—
RSUs		6,204,146		4,444,192
Stock options		2,452,620		2,792,413
Antidilutive Shares		41,723,074		21,943,580

~~Note 19 — Concentrations~~18

~~For~~MOBIX ~~the three months ended June 30~~LABS, ~~2025, one customer accounted for 33% of the Company’s net revenue~~INC. For the three months ended June 30, 2024, two customers accounted for 48% of the Company’s net revenue. For the nine months ended June 30, 2025, one customer accounted for 55% of the Company’s net revenue. For the nine months ended June 30, 2024, two customers accounted for 31% of the Company’s net revenue. No other customer accounted for more than 10% of net revenue in the respective periods.

AsNOTES ofTO ~~June~~CONDENSED ~~30,~~CONSOLIDATED ~~2025,~~FINANCIAL two customers had balances due that represented 51% of the Company’s total accounts receivable. As of September 30, 2024, two customers had balances due that represented 71% of the Company’s total accounts receivable.STATEMENTS

~~Note~~(unaudited, 20in —thousands, ~~Geographical~~except ~~Information~~share and per share amounts)

Note 16 — Concentrations

Significant Customers

For the three months ended December 31, 2025, three customers accounted for 41% of the Company’s net revenue. For the three months ended December 31, 2024, one customer accounted for 67% of the Company’s net revenue. No other customer accounted for more than 10% of net revenue in the respective periods.

As of December 31, 2025, three customers had balances due that represented 47% of the Company’s total accounts receivable. As of September 30, 2025, two customers had balances due that represented 30% of the Company’s total accounts receivable.

Note 17 — Segment Information

The Company operates as a single operating segment. The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer. All significant operating decisions are based upon analysis of the Company as one operating segment to allocate resources, make operating decisions, and evaluate financial performance.

The CODM considers consolidated net income (loss) to be the measure of segment profit and loss for monitoring budget versus actual results, performing variance analysis, and forecasting future performance. The CODM considers the impact of significant segment expenses on net income, which are the same expenses presented on the condensed consolidated statements of operations and comprehensive loss when making operating decisions.

The measure of segment assets is reported on the condensed consolidated balance sheets as total assets. The CODM does not review segment assets at a level other than that presented in the Company’s condensed consolidated balance sheets.

Revenues by Geographic Region

The Company’s net revenue by geographic region, based on ship-to location, is summarized as follows:

	2025		2024		~~2025~~		~~2024~~
	Three months ended June 30,				Nine months ended June 30,
	Three months ended December 31,
	2025		2024		~~2025~~		~~2024~~
United States	$	21,~~108~~720	$	13,~~598~~018	$	~~7,421~~	$	~~2,847~~
China		—		288		—		288
Other		155		151
Other		242		172		609		353
Total net revenue	$	1,875	$	3,169
Total net revenue	$	2,350	$	2,058	$	8,030	$	3,488

Long-Lived Assets

Substantially all of the Company’s long-lived assets are located in the United States.

Note 2118 — Subsequent Events

InIssuance ~~July 2025, the Company entered into loans with two unaffiliated investors for net proceeds~~ of ~~$600.~~Class ~~The~~A ~~loans~~Common are unsecured and mature at various dates through June 2026. The Company also entered into a new loan with an existing unaffiliated lender with a principal amount of $1,150 for net proceeds to the Company (after repayment of an existing loan) of $611. The loan is payable in weekly installments through February 2026.Stock

InOn ~~July~~January ~~2025~~6, 2026, the Company ~~also~~ entered into ~~new~~certain securities purchase agreements ~~for~~with ~~the~~unrelated ~~sale~~investors ~~and~~relating ~~purchase~~to a public offering of ~~future~~30,000,000 ~~receivables~~shares of its Class A Common Stock at a price to the public of $0.20 per share (the “Offering”). In connection with ~~two~~the ~~existing~~Offering, ~~unaffiliated~~the Company entered into a placement agency agreement, pursuant to which the Company agreed to pay the placement agent ~~investors~~a cash placement fee equal to 8.0% ~~Aggregate~~of ~~net~~the aggregate gross proceeds raised in the Offering. Subject to certain conditions, the Company, also ~~after~~agreed ~~repayment~~to ofreimburse ~~amounts~~the ~~owed~~placement agent up to 1.0% of the ~~same~~gross ~~investors,~~proceeds ~~were~~raised in the Offering for non-accountable expenses and up to $~~500~~100 for fees and expenses of legal counsel and other out-of-pocket expenses. ~~Amounts~~The ~~borrowed~~Company also agreed to indemnify the placement agent against certain liabilities, including liabilities under ~~these~~the ~~agreements~~Securities ~~are~~Act ~~payable~~of 1933, as amended, or to contribute to payments that the placement agent may be required to make in ~~weekly~~respect ~~installments~~of ~~through~~those ~~March~~liabilities. ~~2026~~The net proceeds to the Company from the Offering were approximately $5,135, after deducting placement agent fees and commissions and other estimated offering expenses payable by the Company.

32As a result of the Offering, the Company issued 2,200,000 shares of its Class A Common Stock to a lender as make-whole shares, pursuant to the terms of a promissory note.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements included the Part I, Item 1 of this Quarterly Report on Form 10-Q. The following discussion contains forward-looking statements based upon current beliefs that involve risks, uncertainties, and assumptions, such as statements regarding our plans, objectives, expectations, intentions, and projections. Our actual results and the timing of selected events could differ materially from those described in or implied by these forward-looking statements as a result of several factors~~, including those set forth under “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q~~. You should carefully read the ~~“Risk Factors” section, the~~ Cautionary Note Regarding Forward-Looking ~~Statements~~ Statements as well as the ~~risks~~risk ~~and~~factors ~~uncertainties~~ set forth in our annual report on Form 10-K for the year ended September 30, 2025 and our other SEC filings to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements.

All amounts in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are in thousands, except numbers of shares and per share amounts.

Overview

~~Based~~We ~~in Irvine~~design, ~~California,~~develop ~~Mobix Labs designs, develops~~ and ~~sells~~sell components and systems for advanced wireless and wired connectivity, radio frequency (“RF”), switching and electromagnetic interference (“EMI”) filtering technologies. Our solutions are used in the ~~consumer commercial~~defense, ~~industrial~~aerospace, ~~automotive~~commercial, industrial ~~medical, aerospace, defense~~ and other markets. To enhance our product portfolio, we also intend to pursue acquisitions of companies with existing revenue which can be scaled, and which possess technologies that accelerate the speed, accessibility, and efficiency of disruptive or more efficient communications solutions, and which will also allow us to expand into strategically aligned industries. Our wireless systems solutions include products for advanced RF and millimeter wave (“mmWave”) 5G communications, mmWave imaging, software defined radio and custom RF integrated circuits (“ICs”) targeting the ~~commercial~~defense, ~~industrial~~ aerospace, ~~and~~commercial ~~defense~~ and ~~aerospace~~industrial sectors. Our interconnect products, including EMI filter inserts and filtered and non-filtered connectors, are designed for and are currently used in aerospace, military, defense and medical applications. ~~Our True Xero active optical cables (“AOCs”) are designed to meet customer needs for high-quality active optical cable solutions at an affordable price.~~ These innovative technologies are designed for large and rapidly growing markets where there is increasing demand for higher performance communication and filtering systems which utilize an expanding mix of both wireless and connectivity technologies. Our Class A Common Stock and our public warrants are traded on the Nasdaq Capital Market under the symbols “MOBX” and “MOBXW,” respectively.

OnWe ~~December~~were ~~21,~~founded ~~2023,~~with ~~we consummated~~ the ~~merger~~goal ~~pursuant~~of tosimplifying the ~~business~~development ~~combination~~and ~~agreement,~~maximizing ~~dated~~the ~~November~~performance ~~15,~~of ~~2022~~mmWave ~~(as~~wireless ~~amended,~~products ~~supplemented~~by designing and ordeveloping ~~otherwise~~high ~~modified,~~performance ~~the~~system-level ~~“Business~~solutions ~~Combination~~used ~~Agreement”),~~for bysignal ~~and~~processing ~~among~~applications ~~Chavant,~~in ~~CLAY~~wireless ~~Merger~~products. ~~Sub~~Since ~~II,~~our ~~Inc.~~inception, our acorporate ~~Delaware corporation~~strategy ~~and~~has ~~newly~~evolved ~~formed,~~to ~~wholly-owned~~encompass ~~direct~~the ~~subsidiary~~pursuit of ~~Chavant~~acquisitions ~~(“Merger~~serving ~~Sub”)~~diverse industry sectors, ~~and~~including ~~Mobix~~aerospace, ~~Labs~~military, defense, ~~Inc.~~medical and high reliability (“~~Legacy Mobix~~HiRel”) technology, aas ~~Delaware~~part ~~corporation,~~of ~~pursuant~~our commitment to ~~which,~~enhancing ~~among~~communication ~~other~~services. We ~~things,~~have ~~Merger~~developed ~~Sub~~and/or ~~merged~~acquired ~~with~~an ~~and~~extensive ~~into~~intellectual ~~Legacy~~property ~~Mobix,~~portfolio ~~with~~comprised ~~Legacy Mobix~~of ~~surviving~~patents ~~the~~and ~~merger~~trade assecrets athat ~~wholly-owned~~are ~~direct~~critical to ~~subsidiary~~commercializing ofour ~~Chavant~~communication ~~(together~~products ~~with~~and ~~the~~communications ~~other~~technologies. ~~transactions~~In ~~related~~leveraging ~~thereto,~~our ~~the “Merger”).~~proprietary Intechnology, ~~connection~~we ~~with~~aim to scale the ~~consummation~~growth of ~~the~~revenue ~~Merger~~for ~~(the~~our ~~“Closing”),~~products ~~Chavant~~by ~~changed~~serving ~~its~~large ~~name~~and ~~from~~rapidly ~~“Chavant Capital~~growing ~~Acquisition~~markets ~~Corp.”~~where towe ~~“Mobix~~believe ~~Labs~~there are increasing demands for higher performance communication technologies, ~~Inc.”~~including ~~(the~~both ~~“Company”)~~wireless and ~~Legacy~~wired ~~Mobix~~connectivity ~~changed~~systems. ~~its~~We ~~name~~are ~~from~~actively pursuing customer ~~“Mobix~~engagements ~~Labs,~~with ~~Inc.”~~manufacturers toof ~~“Mobix~~wireless ~~Labs~~communications, ~~Operations~~aerospace, ~~Inc~~military, defense, medical and HiRel products.”

Throughout this discussion, unless otherwise noted or otherwise suggested by context, all references to “we,” “us” or “our” refer to Legacy Mobix prior to the consummation of the Merger, and to the Company and its subsidiaries after the consummation of the Merger.

We were founded with the goal of simplifying the development and maximizing the performance of wireless mmWave 5G products by designing and developing high performance, cost-effective and ultra-compact semiconductor components and solutions used for signal processing applications in wireless products. Since our inception, our corporate strategy has evolved to encompass the pursuit of acquisitions in diverse industry sectors, including aerospace, military, defense, medical and high reliability (“HiRel”) technology, as part of our commitment to enhancing communication services. We have developed and/or acquired an extensive intellectual property (“IP”) portfolio comprised of patents and trade secrets that are critical to commercializing our communication products and communications technologies. In leveraging our proprietary technology, we aim to scale the growth of revenue for our products by serving large and rapidly growing markets where we believe there are increasing demands for higher performance communication technologies, including both wireless and wired connectivity systems. We are actively pursuing customer engagements with manufacturers of wireless communications, aerospace, military, defense, medical and HiRel products.

In 2021, we completed the acquisition of substantially all of the assets including IP of Cosemi Technologies, Inc. (“Cosemi”), an Irvine, California-based global supplier of high-speed connectivity solutions. The acquired products and IP included a broad range of AOCs and optical engines that deliver optimal connectivity to a wide range of applications—including home entertainment, gaming, augmented reality and virtual reality, video conferencing, medical, mobile devices and monitors—and built the foundation for our current connectivity business. We believe the patented cable technology and AOC optical chip solutions from Cosemi along with our innovative wireless semiconductor technologies provide more opportunities in the wireless C-Band and mmWave 5G market as the need for faster, more reliable data transmission becomes ever more apparent, whether it is for the data center, infrastructure, home entertainment or consumer electronics market.

Recent Developments

~~April~~Issuance ~~2025~~of ~~Offering~~Class A Common Stock

On ~~April~~January 46, ~~2025~~2026, we entered into acertain securities purchase ~~agreement~~agreements ~~(the “2025 Securities Purchase Agreement”)~~ with anunrelated ~~institutional accredited~~investors ~~investor.~~relating ~~Pursuant~~ to ~~the~~a ~~2025~~public ~~Securities~~offering ~~Purchase~~of ~~Agreement~~30, ~~on April 7~~000, ~~2025 we issued 3,850,~~000 ~~shares of Class A common~~ ~~stock and a pre-funded warrant to purchase up to 1,026,860~~ shares of our Class A Common Stock inat a ~~registered~~price ~~direct~~to ~~offering priced at-~~the~~-market~~ ~~under~~public ~~Nasdaq~~of ~~rules~~$0.20 per share (the “~~Registered Direct~~ Offering”). ~~The~~In ~~public~~connection ~~offering~~with ~~price~~the ~~for~~Offering, we ~~each~~entered ~~share~~into ~~was~~a ~~$0.8202 and~~placement ~~the~~agency ~~public~~agreement, ~~offering~~pursuant ~~price~~to ~~for~~which ~~each~~we ~~pre-funded~~agreed ~~warrant~~to ~~was~~pay ~~$0.8201.~~the Inplacement ~~addition,~~agent in a ~~concurrent~~cash ~~private~~ placement ~~(together~~fee ~~with~~equal to 8.0% of the ~~Registered~~aggregate ~~Direct~~gross ~~Offering,~~proceeds ~~the~~raised ~~“April~~in ~~2025~~the Offering~~”),~~. weSubject ~~issued~~to ~~unregistered~~certain ~~common~~conditions, ~~stock~~we ~~warrants~~also ~~(the~~agreed ~~“Common Warrants”)~~ to ~~purchase~~reimburse the placement agent up to ~~4,876,860~~1.0% ~~shares~~ of ~~our~~the ~~Class~~gross Aproceeds ~~Common~~raised ~~Stock.~~in ~~The~~the ~~pre-funded~~Offering ~~warrant~~for ~~has~~non-accountable anexpenses ~~exercise~~and ~~price~~up ofto $~~0.0001 per~~100 ~~share,~~for isfees ~~exercisable immediately~~ and ~~may~~expenses beof ~~exercised~~legal atcounsel and ~~any~~other ~~time~~out-of-pocket expenses. ~~The~~We ~~Common~~also ~~Warrants~~agreed ~~have~~to anindemnify ~~exercise~~the ~~price~~placement ofagent ~~$0.8202~~against ~~and~~certain ~~became exercisable~~liabilities, ~~beginning~~including onliabilities under the ~~effective~~Securities ~~date~~Act of ~~stockholder~~1933, ~~approval~~as amended, ~~which~~or ~~was~~to ~~obtained~~contribute onto ~~May~~payments ~~30,~~that ~~2025~~the ~~and~~placement ~~will~~agent ~~expire~~may onbe ~~May~~required ~~30,~~to ~~2030.~~make in respect of those liabilities. The net proceeds to us from the ~~April 2025~~ Offering were approximately $35,~~645~~135, after ~~payment~~deducting ~~of the~~ placement agent’s fees ofand ~~$355~~commissions and other estimated offering expenses payable by us.

InAt ~~connection with~~ the ~~April~~Market ~~2025~~ Offering, ~~we also amended the outstanding PIPE Common Warrants, as discussed below under July 2024 Private Placement.~~Agreement

WeOn ~~also~~October ~~issued~~21, ~~the~~2025, ~~placement~~we ~~agent~~entered ~~warrants~~into ~~to purchase~~ an ~~aggregate~~At ofThe ~~682,760~~Market ~~shares~~Offering ofAgreement ~~Class~~(the A“ATM ~~Common~~Agreement”) ~~Stock.~~with ~~These~~Roth ~~warrants~~Capital ~~have~~Partners, ~~an exercise~~LLC ~~price~~(“Manager”) ofunder ~~$0.8202~~which ~~per~~we ~~share,~~may offer and ~~became~~sell, ~~exercisable~~from ~~beginning~~time onto ~~the~~time ~~effective~~at ~~date~~our ofsole ~~stockholder approval~~discretion, ~~which~~up ~~was~~to ~~obtained on May 30~~$15,800 ~~2025,~~in ~~and~~shares ~~will~~of ~~expire~~our onClass A ~~April~~Common 4,Stock ~~2030~~through ~~and~~the ~~are~~Manager ~~not~~acting ~~transferable~~in ~~prior~~its tocapacity ~~October~~as 1,our ~~2025~~sales agent.

InPursuant to the ~~2025~~ATM ~~Securities~~Agreement, ~~Purchase~~sales ~~Agreement~~of the Common Stock, weif ~~agreed~~any, ~~subject~~will tobe ~~certain~~made ~~exceptions,~~under ~~not~~our toRegistration ~~issue,~~Statement ~~enter~~on ~~into~~Form S-3 (File No. 333-284351) by any ~~agreement~~method that is deemed to ~~issue~~be ~~or announce~~an “at the ~~issuance~~market oroffering” ~~proposed~~as ~~issuance~~defined ofin ~~any~~Rule ~~shares~~415(a)(4) under the Securities Act of ~~Class~~1933, as Aamended, ~~Common~~including ~~Stock~~privately ornegotiated ~~any~~and ~~securities~~block ~~convertible~~transactions. ~~into~~The orManager ~~exercisable~~will ~~or exchangeable~~use ~~for~~commercially ~~shares~~reasonable ofefforts ~~Class~~consistent Awith its ~~Common~~normal ~~Stock~~trading orand ~~file~~sales ~~any~~practices ~~registration~~and ~~statement~~applicable orstate ~~prospectus~~and federal law, orrules ~~any~~and ~~amendment~~regulations orand ~~supplement~~the ~~thereto until~~rules ~~sixty~~of ~~days~~The ~~after~~Nasdaq Capital Market to sell the ~~stockholder~~Common ~~approval~~Stock ~~date,~~from ~~subject~~time to ~~certain~~time, ~~exceptions.~~based Inupon ~~addition,~~instructions wefrom ~~agreed~~us ~~not~~(including toany ~~effect~~price, time or ~~enter~~size ~~into~~limits or other ancustomary ~~agreement~~parameters toor ~~effect~~conditions ~~any~~we ~~issuance~~may ofimpose). ~~Class~~We Awill ~~Common~~pay ~~Stock~~the orManager ~~any~~a ~~securities~~commission ~~convertible~~of ~~into~~three orpercent ~~exercisable~~of orthe ~~exchangeable~~gross ~~for~~sales ~~shares~~proceeds of ~~Class~~any A Common Stock ~~involving~~sold athrough ~~variable~~the ~~rate~~Manager ~~transaction~~under ~~(as~~the ~~defined~~ATM inAgreement, ~~the~~and ~~2025~~we ~~Securities~~have ~~Purchase~~also ~~Agreement)~~provided ~~until~~the ~~August~~Manager ~~29,~~with customary indemnification ~~2025,~~rights. ~~subject~~We intend to ~~certain~~use ~~exceptions~~the net proceeds from the sales of our Common Stock under the ATM Agreement for working capital purposes.

~~Nasdaq~~During ~~Delinquency~~the ~~Notice~~three months ended December 31, 2025, we sold 1,914,496 shares of our Class A Common Stock under the ATM agreement, for net proceeds (after commissions) of $1,254. The amount and timing of the proceeds we may receive from sales of our Class A Common Stock pursuant to the ATM Agreement, if any, will depend on a number of factors, including that we are eligible to use the Registration Statement on Form S-3 to sell the shares to the Manager, the numbers of shares we may elect to sell, the timing of such sales and the future market price of our Class A Common stock. As of the date of this Form 10-Q, we are unable to sell shares pursuant to the ATM Agreement due to restrictions on the use of the Registration Statement on Form S-3.

On April 28, 2025, we received a delinquency notification letter (the “MVLS Notice”) from Nasdaq’s Listing Qualifications Staff (the “Staff”) due to the non-compliance with Nasdaq Listing Rule 5550(b)(2) as a result of our failure to maintain a minimum Market Value of Listed Securities (“MVLS”) of $35 million (the “MVLS Requirement”). The MVLS Notice stated that, as of its date, the MVLS was below $35 million for 30 consecutive business days. On May 20~~, 2025, the Company received a letter from Nasdaq notifying the Company that they were in compliance with the MVLS Requirement.~~

In addition, on April 28, 2025, we received a delinquency notification letter (the “Bid Price Notice”) from the Staff due to the non-compliance with Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”). The Bid Price Notice stated that, as of its date, the stock price of our Class A Common Stock was below $1.00 for 30 consecutive business days. The Bid Price Notice has no immediate effect on the listing or trading of the shares of Class A Common Stock on Nasdaq. We have until October 27, 2025 to regain compliance. If we are not in compliance with the Minimum Bid Price Requirement by October 27, 2025, we may qualify for a second 180 calendar day compliance period. However, if we fail to timely regain compliance with the Minimum Bid Price Requirement during the second 180 calendar day period our shares will be subject to delisting from Nasdaq.

July 2024 Private Placement

On July 22, 2024, we entered into a securities purchase agreement (the “Securities Purchase Agreement”) with an institutional accredited investor in connection with a private placement (the “Private Placement”). Pursuant to the Securities Purchase Agreement, on July 24, 2024, we issued an unregistered pre-funded warrant (the “Pre-Funded Warrant”) to purchase up to 2,877,698 unregistered shares of our Class A Common Stock. We also issued unregistered warrants to purchase an aggregate of 5,755,396 shares of our Class A Common Stock (“PIPE Common Warrants”). We received gross proceeds from the Private Placement of $4,000, before payment of fees and expenses to the placement agent of $415. In August 2024, the investor exercised the Pre-Funded Warrant in full, for net cash proceeds to us of $3.

The PIPE Common Warrants are comprised of Series A Warrants to purchase up to 2,877,698 shares of Class A Common Stock (the “Series A Warrants”) and Series B Warrants to purchase up to 2,877,698 shares of Class A Common Stock (the “Series B Warrants”). As part of the April 2025 Offering, we amended the outstanding Series A Warrants and Series B Warrants to reduce the exercise price from $1.39 per share to $0.8202 per share, which became exercisable beginning on the effective date of stockholder approval, which was obtained on May 30, 2025. We also extended the term of the Series B Warrants from January 3, 2026 to April 3, 2026. The term of the Series A Warrants remains unchanged and will expire on January 3, 2030.

In connection with the Private Placement, we paid the placement agent fees and expenses of $415 and issued the placement agent warrants to purchase an aggregate of 201,439 shares of our Class A Common Stock (the “Placement Agent Warrants”). The Placement Agent Warrants have an exercise price of $1.7375 per share, became exercisable beginning on the effective date of stockholder approval, which was obtained on January 3, 2025, and will expire on January 3, 2030. Moreover, upon any exercise for cash of the PIPE Common Warrants, we will pay the placement agent cash fees aggregating 8% of the gross proceeds received from the exercise of the PIPE Common Warrants and will also issue to the placement agent additional Placement Agent Warrants to purchase a number of shares of our Class A Common Stock equal to 7.0% of the aggregate number of shares of our Class A Common Stock issued upon such exercise of the PIPE Common Warrants.

Acquisition of RaGE Systems Inc.

On May 21, 2024, we completed the previously announced acquisition of RaGE Systems. RaGE Systems designs, develops and manufactures wireless systems solutions, including products for 5G communications, mmWave imaging, and software defined radio targeting the commercial, industrial, and defense and aerospace sectors. We believe the acquisition of RaGE Systems expands our expertise in wireless communications and will allow us to deliver solutions that address a wider variety of applications and markets.

Aggregate consideration for the acquisition of RaGE Systems consisted of 3,214,045 shares of our Class A Common Stock, having a fair value of $7,682 at the closing date, and $2,000 in cash. We also entered into employment agreements with each of the RaGE Systems stockholders. The RaGE Systems stockholders will also be entitled to receive possible earnout payments of up to $8,000 over eight fiscal quarters, payable in a combination of cash and shares of our Class A Common Stock, based upon the satisfaction of certain financial metrics and continued employment with us. The RaGE Systems business combination agreement also provides the RaGE Systems stockholders with “piggy-back” registration rights, subject to certain requirements and customary conditions.

Acquisition of EMI Solutions, Inc.

On December 18, 2023, we completed the acquisition of EMI Solutions when we acquired all of the issued and outstanding common shares of EMI Solutions. EMI Solutions is a manufacturer of interconnect products, including electromagnetic interference filtering products for aerospace, military, defense and medical applications. We believe the acquisition of EMI Solutions complements our existing product offerings, expanded our customer base and allows us to deliver solutions that address a wider variety of applications and markets. Consideration for the acquisition of EMI Solutions consisted of 964,912 shares of Legacy Mobix common stock and $2,200 in cash. We valued the common stock at $8,856, based on the fair value of the Legacy Mobix common stock at the time of the acquisition.

Financing Activities

During the nine months ended June 30, 2025, we had additional financing activity, consisting of the issuance of notes payable, agreements for the sale and purchase of future receipts and sales of shares of our Class A Common Stock. See “Liquidity and Capital Resources,” below, and our unaudited condensed consolidated financial statements for further details.

The Merger

We accounted for the Merger as a reverse recapitalization. Under this method of accounting, Chavant is treated as the “acquired” company for financial reporting purposes. This determination was primarily based on holders of Legacy Mobix capital stock comprising a majority of the voting power of our common stock upon consummation of the Merger and having the ability to nominate the majority of our board of directors, Legacy Mobix’ senior management comprising our senior management, and Legacy Mobix’ operations comprising our ongoing operations. Accordingly, for accounting purposes, our financial statements represent a continuation of the financial statements of Legacy Mobix with the Merger being treated as the equivalent of Legacy Mobix issuing shares for the net assets of Chavant, accompanied by a recapitalization. We recognized the net assets of Chavant as of the Closing at historical cost, with no goodwill or other intangible assets recorded. Our operations prior to the Merger are presented as those of Legacy Mobix and the accumulated deficit of Legacy Mobix has been carried forward after Closing. All issued and outstanding securities of Chavant at the time of the Closing were treated as issuances of securities by us upon the consummation of the Merger.

As a result of the Merger, we raised gross proceeds of $21,014, including the contribution of $1,264 of cash held in Chavant’s trust account and the $19,750 private investment in public equity (“PIPE”) at $10.00 per share of Chavant’s Class A Common Stock. Our Class A Common Stock and Public Warrants (“Public Warrants”) began trading on Nasdaq under the symbols “MOBX” and “MOBXW,” respectively, on December 22, 2023.

Results of Operations

Comparison of the Three Months ~~and Nine Months~~ Ended ~~June~~December 3031, 2025 and 2024

(dollars in thousands)	Three months ended ~~June~~December 3031,						Change
	2025			2024			$			%
Net revenue	$	2,350		$	2,058		$	292			14	%
Net revenue:
Cost of revenue		1,001			1,327			(326	)		(25	)%
Products	$	1,335		$	1,951		$	(616	)		(32	)%
Gross profit		1,349			731			618			85	%
Services		540			1,218			(678	)		(56	)%
Total net revenue		1,875			3,169			(1,294	)		(41	)%
Cost of revenue:
Products		949			1,190			(241	)		(20	)%
Services		345			292			53			18	%
Total cost of revenue		1,294			1,482			(188	)		(13	)%
Gross profit		581			1,687			(1,106	)		(66	)%
Operating expenses:
Research and development		~~486~~442			~~1,369~~611			(~~883~~169	)		(6428	)%
Selling, general and administrative		8,~~208~~972			815,~~710~~706			(~~502~~6,734	)		(643	)%
Impairment of long-lived assets		725			—			725			nm
Loss from operations		(8,833	)		(14,630	)		5,797			(40	)%
Loss from operations		(8,070	)		(9,348	)		1,278			(14	)%
Interest expense		1,380			211			1,169			554	%
Interest expense		547			127			420			331	%
Change in fair value of earnout liability		(960	)		1,940			(2,900	)		(149	)%
Change in fair value of earnout liability		(210	)		(661	)		451			(68	)%
Change in fair value of warrants		323			2,658			(2,335	)		(88	)%
Change in fair value of warrants		(612	)		58			(670	)		nm
Other non-operating losses, net		573			402			171			43	%
Change in fair value of PIPE make-whole liability		—			310			(310	)		(100	)%
Loss before income taxes		(10,149	)		(19,841	)		9,692			(49	)%
Private placement costs expensed		443			—			443			nm
Income tax benefit		(24	)		(2	)		(22	)		1,100	%
Other non-operating losses, net		36			2			34			nm
Net loss and comprehensive loss	$	(10,125	)	$	(19,839	)	$	9,714			(49	)%
Loss before income taxes		(8,274	)		(9,184	)		910			(10	)%
Income tax benefit		(2	)		(1,505	)		1,503			(100	)%
Net loss and comprehensive loss	$	(8,272	)	$	(7,679	)	$	(593	)		8	%

“nm” indicates amount is not meaningful.

(dollars in thousands)	Nine months ended June 30,						Change
	2025			2024			$			%
Net revenue	$	8,030		$	3,488		$	4,542			130	%
Cost of revenue		3,974			2,608			1,366			52	%
Gross profit		4,056			880			3,176			361	%
Operating expenses:
Research and development		1,816			4,328			(2,512	)		(58	)%
Selling, general and administrative		32,043			31,731			312			1	%
Impairment of long-lived assets		725			—			725			nm
Loss from operations		(30,528	)		(35,179	)		4,651			(13	)%
Interest expense		1,032			1,232			(200	)		(16	)%
Change in fair value of earnout liability		(490	)		(30,599	)		30,109			(98	)%
Change in fair value of warrants		(1,237	)		12			(1,249	)		nm
Change in fair value of PIPE make-whole liability		—			(122	)		122			(100	)%
Merger-related transaction costs expensed		—			4,009			(4,009	)		(100	)%
Private placement costs expensed		443			—			443			nm
Other non-operating losses, net		135			1,587			(1,452	)		(91	)%
Loss before income taxes		(30,411	)		(11,298	)		(19,113	)		169	%
Income tax benefit		(9	)		(2,801	)		2,792			(99	)%
Net loss and comprehensive loss	$	(30,402	)	$	(8,497	)	$	(21,905	)		258	%

“nm” indicates amount is not meaningful.

Net Revenue

We derive our net revenue primarily from product sales to equipment manufacturers. We recognize product revenue when we satisfy performance obligations under the terms of our contracts and upon transfer of control when title transfers (either upon shipment to or receipt by the customer, as determined by the contractual shipping terms of the contract), net of accruals for estimated sales returns and allowances (which were not material for the ~~nine~~three months ended ~~June~~December 3031, 2025 and 2024). Sales and other taxes we collect, if any, are excluded ~~from~~ from net revenue. We include shipping and handling fees we bill to customers as part of net revenue. We include shipping and handling ~~costs~~ costs associated with outbound freight in cost of ~~revenue. Our net revenue fluctuates based on a variety of factors, including the timing of the receipt of orders from our customers,~~ product ~~mix, competition, global economic conditions, and other factors~~revenue.

~~Our~~We ~~net~~derive services revenue ~~was~~from $2engineering services,~~350~~ principally for the ~~three~~research, ~~months~~development ~~ended~~or ~~June~~design ~~30,~~of ~~2025~~wireless ~~compared~~systems tosolutions. Our $2contracts with our customers generally contain a single distinct performance obligation,~~058~~ to provide research or design services for products based on the ~~three~~customer’s ~~months~~specifications. ~~ended~~We ~~June~~recognize ~~30,~~revenue ~~2024,~~for anengineering ~~increase~~services over time as we deliver the services ofon ~~$292~~an orinput ~~14%.~~basis, ~~The~~using ~~increase~~costs ~~principally~~incurred ~~reflects~~as ~~increased~~the ~~sales~~measure of ~~our~~progress. ~~interconnect~~Costs ~~products~~incurred ~~and~~represent the ~~addition~~most ofreliable ~~sales~~measure of ~~our~~transfer ~~wireless~~of ~~systems~~control ~~solutions,~~to ~~which~~the wecustomer. ~~acquired~~We indefer ~~our~~the ~~May~~recognition ~~2024~~of ~~acquisition~~revenue offor ~~RaGE~~any ~~Systems,~~amounts ~~partly~~billed ~~offset~~or byreceived ~~lower~~prior ~~sales~~to delivery of ~~AOCs~~the services.

~~For~~Our ~~the nine months ended June 30, 2025, our~~ net revenue ~~was~~fluctuates ~~$8,030~~based ~~compared~~on toa ~~$3,488~~variety ~~for the nine months ended June 30, 2024, an increase~~ of $4factors,~~542~~ orincluding ~~130%.~~the ~~The~~timing ~~increase~~of ~~principally reflects~~ the ~~addition~~receipt of ~~sales~~product oforders ~~our~~or ~~wireless~~contracts ~~systems~~from ~~solutions (acquired in~~ our ~~May 2024~~customers, ~~acquisition~~product ofmix, ~~RaGE~~competition, ~~Systems)~~global ~~and~~economic ~~increased~~conditions, ~~sales~~and ofother ~~our interconnect products (acquired in our December 2023 acquisition of EMI Solutions)~~factors.

3821

Product revenue was $1,335 for the three months ended December 31, 2025 compared to $1,951 for the three months ended December 31, 2024, a decrease of $616 or 32%. The change is principally due to the timing of the shipment of wireless systems solutions products to meet customer requirement dates, partially offset by increased shipments of our interconnect products.

Services revenue was $540 for the three months ended December 31, 2025 compared to $1,218 for the three months ended December 31, 2024, a decrease of $678 or 56%. Our service revenues are subject to routine fluctuations based on the timing of our receipt of contracts from customers, and our performance thereunder. The change in service revenues principally reflects performance under a relatively large service contract in the fiscal 2025 first quarter.

Cost of Revenue

Cost of product revenue ~~includes~~consists ~~costs~~ of materials, direct labor, contract manufacturing services ~~for the assembly~~, ~~testing and shipping products,~~ inbound freight, amortization of acquired developed technology, inventory obsolescence charges and other product-related costs. Cost of product revenue also includes ~~employee~~ ~~compensation~~overhead ~~and~~costs ~~benefits (including stock-based compensation) of employees engaged in engineering services or~~ for the manufacture or sourcing of products, including facility costs and depreciation.

Cost of services revenue ~~was~~principally ~~$1,001~~consists ~~for~~of ~~the~~employee ~~three~~compensation ~~months~~and ~~ended~~benefits ~~June~~of ~~30,~~employees ~~2025~~engaged ~~compared~~in ~~to $1,327 for~~ the ~~three~~delivery ~~months~~of ~~ended~~engineering ~~June 30~~services, ~~2024, a decrease~~ ofalong ~~$326~~with orany ~~25%.~~related ~~The change principally reflects lower sales of our AOCs~~materials, ~~as discussed above~~equipment, ~~including~~supplies ~~lower~~or ~~amortization~~other ~~expense~~costs ~~for AOC-related intangible assets which the Company impaired subsequent~~ to ~~June~~perform ~~30,~~a ~~2024~~contract.

Cost of product revenue was $~~3,974~~949 for the ~~nine~~three months ended ~~June~~December 3031, 2025 compared to $21,~~608~~190 for the ~~nine~~three months ended ~~June~~December 3031, 2024, a andecrease ~~increase~~ of $~~1,366~~241 or 5220%. The ~~increase~~change principally reflects the ~~addition~~lower ofshipments ~~sales~~ of our wireless systems solutions ~~and increased sales of interconnect~~ products. ~~These~~noted ~~increases were partly offset by the impact of lower sales of AOCs, including lower amortization expense for AOC-related intangible assets which the Company impaired subsequent to June 30, 2024~~above.

Cost of service revenue was $345 for the three months ended December 31, 2025 compared to $292 for the three months ended December 31, 2024, an increase of $53 or 18%. The change principally reflects increased compensation and benefits costs as well as the adverse impact of certain fixed costs.

Research and Development Expenses

Research and development expenses represent costs of our product design and development activities, including employee compensation and benefits (including stock-based compensation), outside services, design tools, supplies, facility costs, depreciation and amortization of acquired developed technology. We expense all research and development costs as incurred.

Research and development expenses were $~~486~~442 for the three months ended ~~June~~December 3031, 2025 compared to $~~1,369~~611 for the three months ended ~~June 30~~December 31, 2024, a decrease of $~~883~~169 or 6428%. The decrease ~~principally~~ reflects lower costs for ~~outside services, lower~~ employee compensation and benefits and ~~lower~~other ~~stock-based~~costs ~~compensation~~as ~~expense~~part of ~~resulting from~~ the ~~workforce~~Company’s ~~and~~ongoing cost ~~reduction~~management ~~actions taken during the fiscal year ended September 30, 2024~~efforts.

Research and development expenses were $1,816 for the nine months ended June 30, 2025 compared to $4,328 for the nine months ended June 30, 2024, a decrease of $2,512 or 58%. The decrease principally reflects lower costs for outside services, lower stock-based compensation expense and lower employee compensation and benefits resulting from the workforce and cost reduction actions taken during the fiscal year ended September 30, 2024. These decreases were partly offset by the addition of research and development expenses of the businesses we acquired during fiscal year 2024.

Selling, General and Administrative Expenses

Selling, general and administrative expenses primarily include employee compensation and benefits (including stock-based compensation) of executive and administrative staff including human resources, accounting, information technology, sales and marketing, outside professional and legal fees, insurance, advertising and promotional programs, travel and entertainment, and facility costs.

Selling, general and administrative expenses were $8,~~208~~972 for the three months ended ~~June~~December 3031, 2025 compared to $815,~~710~~706 for the three months ~~ended~~ ~~June~~ended 30December 31, 2024, a decrease of $~~502~~6,734 or 643%. The ~~decrease~~change principally reflects a $4,713 decrease in stock-based compensation expense as well as lower costs under the RaGE Earnout, lower costs for outside legal and accounting services and lower insurance cost. ~~These~~The ~~amounts~~decrease in ~~were~~stock-based ~~largely~~compensation ~~offset~~expense byreflects ~~higher~~that ~~stock-based~~during ~~compensation~~the three months ended December 31, 2024, we recognized additional expense of $6,917 from the acceleration of certain awards; there were no similar charges for the three months ended December 31, 2025.

Selling, general and administrative expenses were $32,043 for the nine months ended June 30, 2025 compared to $31,731 for the nine months ended June 30, 2024, an increase of $312 or 1%. The increase principally reflects increased stock-based compensation expense, the addition of selling, general and administrative expenses of the businesses we acquired during fiscal 2024 and losses on the disposal of assets. These amounts were partly offset by lower costs for outside professional fees and lower compensation and benefits.22

Impairment of Long-Lived Assets

In March 2025, the Company vacated a leased 19,436 square foot office in Irvine, California and in April 2025 the lease was terminated. As a result, during the three months ended June 30, 2025, the Company recognized an impairment loss of $725 to reduce the carrying value of this asset group to its estimated fair value. See Note 12—Leases, of the notes to our unaudited condensed consolidated financial statements included herein.

Interest Expense

Interest expense consists of cash and non-cash interest related to our related and unrelated party promissory notes, notes payable and convertible notes.

Interest expense was $~~547~~1,380 for the three months ended ~~June~~December 3031, 2025 compared to $~~127~~211 for the three months ended ~~June~~December 3031, 2024, an increase of $~~420~~ 1,169 or ~~331~~554%. The increase ~~principally~~ reflects higher outstanding borrowings and higher interest rates on borrowings during the three months ended ~~June~~December 3031, 2025.

Interest expense was $1,032 for the nine months ended June 30, 2025 compared to $1,232 for the nine months ended June 30, 2024, a decrease of $200 or 16%. The decrease principally reflects higher costs in the nine months ended June 30, 2024 for the value of warrants to purchase shares of our common stock that we issued in connection with borrowings, which were largely offset by higher outstanding borrowings and higher interest rates on borrowings during the three months ended June 30, 2025.

Change in Fair Value of Earnout Liability

InCertain ~~connection with the Merger, certain Legacy~~ Mobix stockholders and certain holders of ~~Legacy~~ Mobix stock options will be entitled to receive an additional aggregate 3,500,000 shares of our Class A Common Stock (“Earnout Shares”) based on the achievement of trading price targets ~~following the Closing~~ over a ~~seven-year~~period ~~earnout~~extending ~~period~~to December 2030. We account for the Earnout Shares as liability-classified instruments because the events that determine the number of Earnout Shares to which the earnout recipients will be entitled include events that are not solely indexed to our common stock, and we remeasure the earnout liability to its estimated fair value at the end of each reporting period. ~~Additional information relating to the earnout liability can be found in the notes to our unaudited condensed consolidated financial statements included herein.~~

WeAs ~~estimated the fair value~~ of ~~the~~December ~~earnout liability as of the Closing of the Merger at $33~~31,~~559.~~ ~~As of June 30,~~ 2025, none of the conditions for the issuance of any earnout shares had been achieved and we adjusted the carrying amount of the earnout liability to its estimated fair value of $~~1,190~~280. As a result of changes in the estimated fair value of the liability, we recognized non-cash gains (losses) of $~~210~~960 and $~~661~~(1, ~~respectively,~~940) for the three months ended ~~June~~December 3031, 2025 and 2024 ~~and non-cash gains of $490 and $30~~,~~599,~~ respectively~~, for the nine months ended June 30, 2025 and 2024~~. ~~The changes in the estimated fair value of the earnout liability are principally due to changes in price of our Class A Common Stock during the respective periods.~~

The fair value of the earnout liability is based on a number of factors, including changes in the market price of our Class A Common Stock. We have experienced significant fluctuations in the market price of our Class A Common Stock, and may experience significant fluctuations in the future. Such price fluctuations will increase or decrease the value of the earnout liability, and we may be required to recognize additional losses or gains in our statements of operations and comprehensive loss, the amounts of which may be substantial.

Change in Fair Value of Warrants

We ~~account~~evaluated ~~for~~all ~~the~~common ~~PIPE~~stock ~~Common~~warrants ~~Warrants,~~at the ~~Common~~time ~~Warrants~~of issuance and ~~the~~concluded ~~Private~~that ~~Warrants~~certain aswarrants ~~liabilities~~did ~~because they do~~ not meet the derivative scope exception. Specifically, ~~for~~these ~~contracts~~warrants incontained ~~our~~provisions ~~own~~that ~~stock.~~affected Wetheir ~~estimate~~settlement ~~the~~amounts ~~aggregate~~which ~~fair~~are ~~value~~not ofinputs into the ~~5,755,396~~pricing ~~PIPE~~of ~~Common~~a ~~Warrants~~fixed-for-fixed option ~~and~~on ~~the~~equity 4shares. Therefore,~~876,860 Common~~ ~~Warrants~~these ~~using~~warrants ~~the~~were ~~Black-Scholes~~not ~~option-pricing~~considered ~~model.~~indexed Asto ofour ~~June~~common ~~30,~~stock ~~2025,~~and wewere ~~adjusted~~classified ~~the~~as ~~carrying~~liabilities. At ~~amount~~their respective dates of ~~the~~issuance, we recognized a liability for ~~the~~ ~~PIPE~~each ~~Common~~of ~~Warrants~~the ~~and~~liability-classified ~~the~~warrants ~~Common~~in ~~Warrants~~the toamount of its estimated fair value ofusing ~~$3,456.~~the AsBlack-Scholes aoption-pricing ~~result~~model. ofWe ~~changes~~subsequently inadjust the ~~fair~~carrying ~~value~~amount of the ~~PIPE~~ ~~Common~~liability ~~Warrants~~for ~~and~~each ~~the~~warrant to ~~Common~~its ~~Warrants,~~estimated ~~for~~fair ~~the~~value ~~three~~as ~~months~~of ~~and~~the ~~nine~~end ~~months~~of ~~ended~~each ~~June~~reporting ~~30,~~period ~~2025~~(or wethrough ~~recognized~~the ~~non-cash~~warrants’ ~~gains~~respective dates of ~~$600~~ ~~and~~exercise $1or modification,~~207,~~ if ~~respectively~~earlier).

40On October 24, 2025, we entered into amendments to certain liability-classified warrants to purchase an aggregate of 13,375,490 shares of our Class A Common Stock. The amendments revised certain terms of the warrants, including terms that could potentially require cash settlement, such that under the guidance in ASC Topic 480, Distinguishing Liabilities from Equity and ASC Topic 815, Derivatives and Hedging, the warrants are equity-classified financial instruments. The amendments did not affect any terms of the warrants that are inputs into the estimation of the fair value of warrants under the Black-Scholes option pricing model, which we use to estimate the fair value of warrants.

AtAs ~~the~~a ~~time~~result of ~~Closing, we estimated~~ the ~~aggregate~~amendments ~~fair~~to ~~value of~~ the 3warrants,~~000,000~~ ~~Private~~we ~~Warrants~~remeasured ~~using~~ the ~~Black-Scholes~~related ~~option-pricing~~liabilities ~~model and~~to ~~recognized~~their aestimated ~~liability~~fair value of $~~150.~~6,912 Asas of ~~June~~the ~~30, 2025, all~~ date of the ~~Private~~amendments ~~Warrants remained outstanding~~ and we ~~adjusted~~reclassified ~~the~~this ~~carrying~~ amount offrom ~~the~~“Liability-classified ~~liability~~warrants” to ~~its~~“Additional ~~estimated~~paid-in ~~fair~~capital” in ~~value~~the ofcondensed ~~$300~~consolidated balance sheet. As aconsideration ~~result~~for ofthese ~~changes~~amendments, inwe issued the ~~estimated~~warrant ~~fair~~holder ~~value~~an ofadditional ~~the liability, we~~warrant ~~recognized~~to ~~non-cash~~purchase ~~gains (losses) of $12 and $68~~1, ~~respectively~~000,000 ~~for~~shares ~~the~~of ~~three~~our ~~months~~Class ~~ended~~A ~~June~~Common ~~30,~~Stock ~~2025~~at ~~and~~a ~~2024~~price ~~and non-cash gains (losses)~~ of $301.08 ~~and~~per ~~$(412),~~share. ~~respectively,~~We ~~for~~recognized the ~~nine~~$514 ~~months~~fair ~~ended~~value ~~June~~of ~~30,~~the ~~2025~~additional warrant ~~and~~as ~~2024.~~an ~~The~~expense, ~~gains and losses are~~ included in “~~Change in~~Other ~~fair~~non-operating ~~value~~losses, ~~of warrants~~net” in the ~~unaudited~~ condensed consolidated statements of operations and comprehensive loss. ~~Additional information~~for ~~relating to~~ the ~~PIPE~~three ~~Common~~months ~~Warrants~~ended ~~and~~December ~~the~~31, ~~Private Warrants can be found in the notes to our unaudited condensed consolidated financial statements included herein~~2025.

The fair value of the PIPE Common Warrants and the Private Warrants is based on a number of factors, including changes in the market price of our Class A Common Stock. We have experienced significant fluctuations in the market price of our Class A Common Stock, and may experience significant fluctuations in the future. Such price fluctuations will increase or decrease the value of the PIPE Common Warrants and the Private Warrants, and we may be required to recognize additional losses or gains in our statements of operations and comprehensive loss, the amounts of which may be substantial.23

~~Change~~As a result of changes in ~~Fair~~the ~~Value~~fair value of ~~PIPE~~liability-classified ~~Make~~warrants outstanding during the periods, for the three months ended December 31, 2025 and 2024, we recognized net non-~~Whole~~cash losses of $323 and $2,658, respectively, which are included in “Change in fair value of warrants” in the condensed consolidated statements of operations and comprehensive loss. As of December 31, 2025 and September 30, 2025, the related liabilities of $270 and $6,859, respectively, are included in “Liability-classified warrants” in the condensed consolidated balance sheet.

In connection with the Merger, we agreed to issue additional shares of our Class A Common Stock to the holders of 2,454,737 shares of our Class A Common Stock in the event that the volume-weighted average price per share of our Class A Common Stock in the event that the VWAP per share of the Class A Common Stock during a specified adjustment period is less than $10.00 per share. The specified adjustment period ended on August 30, 2024 and the Company issued 1,052,029 shares of its Class A Common Stock in settlement of the liability for the Make-Whole Shares.

We accounted for the Make-Whole Shares as liability-classified instruments because the events that determined the number of Make-Whole Shares issuable included events that were not solely indexed to our common stock. At the time of Closing, we estimated the aggregate fair value of the liability for the Make-Whole Shares using a Monte Carlo simulation model and recorded a liability of $2,071. As a result of subsequent changes in the fair value of the liability, we recorded non-cash gains (losses) of $(310) and $122, respectively, for the three months and nine months ended June 30, 2024, which are included in “Change in fair value of PIPE make-whole liability” in the unaudited condensed consolidated statements of operations and comprehensive loss.

Private Placement Costs Expensed

Private placement costs of $443 for the three months and nine months ended June 30, 2025 represent costs incurred in connection with the April 2025 Offering. The costs consist of outside professional fees and the value of warrants to purchase shares of our Class A Common Stock issued to the placement agent. We allocated the total costs among the liability-classified and equity-classified securities we issued in the April 2025 Offering. The portion of such costs allocated to liability-classified securities is included in “Private Placement Costs Expensed” in the unaudited condensed consolidated statements of operations and comprehensive loss. Additional information relating to the April 2025 Offering can be found in the notes to our unaudited condensed consolidated financial statements included herein.

Other Non-Operating Losses, Net

For the three months ended ~~June~~December 3031, 2025, other non-operating losses, net of $36573 principally consist of athe ~~loss~~$514 ~~from~~fair value of the ~~increase~~additional warrants issued in ~~the~~connection ~~fair~~with ~~value~~amendments ~~of a~~to ~~derivative~~certain ~~liability~~warrants and alosses ~~loss~~ on the settlement of a note payable and certain other liabilities in shares of our Class A Common Stock. For the ~~nine~~three months ended ~~June~~ 30December 31, ~~2025~~2024, other non-operating losses, net ~~of $135~~ principally consist of ~~net~~a ~~losses~~loss recognized ~~upon~~on the settlement of ~~liabilities~~ a note payable in shares of our Class A Common Stock.

For the three months and nine months ended June 30, 2024, other non-operating losses, net principally consist of commitment and other fees of $1,575 payable under the committed equity facility.

Income Tax Benefit

We account for income taxes using the asset and liability method whereby deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The effect on deferred tax assets and liabilities of a change in tax laws is recognized in the results of operations in the period the new laws are enacted. We record a valuation allowance to reduce the carrying amounts of our deferred tax assets unless it is more likely than not that such assets will be realized.

For the three months ~~and nine months~~ ended ~~June~~December 3031, 2025 and 2024, our income tax benefit differs from an amount calculated based on statutory tax ~~rates~~ rates principally due to our recording a valuation allowance against the net operating losses we generated during the period. ~~because~~We did not recognize any tax benefit related to our pretax book losses of $10,149 and $19,841, respectively, for the three months ended December 31, 2025 and 2024 because we did not expect that the deferred tax asset arising from our ~~pretax~~net ~~book~~operating losses would be realized in the future.

In connection with our December 2023 acquisition of EMI Solutions and our May 2024 acquisition of Rage Systems, during the three months and nine months ended June 30, 2024 we recognized additional deferred tax liabilities of $1,582 and $2,666, respectively, associated with acquired intangible assets. Based on the availability of these tax attributes, we determined that we expect to realize a greater portion of our existing deferred tax assets and for the three months and nine months ended June 30, 2024 we recognized income tax benefits of $1,507 and $2,803 for the resulting reduction of the valuation allowance on our deferred tax assets.

Liquidity and Capital Resources

Our primary use of cash is to fund operating expenses, working capital requirements, debt service obligations, capital expenditures and other investments.

We have incurred operating losses and negative cash flows as a result of our ongoing investment in product development and other operating expenses we incur. We expect to continue to incur operating losses and negative cash flows from operations associated with research and development expenses, selling, general, and administrative expenses and capital expenditures necessary to expand our operations, product offerings, and customer base with the ultimate goals of growing our business and achieving profitability in the future.

Cash Flows

The following table summarizes our unaudited condensed consolidated cash flows for the ~~nine~~three months ended ~~June~~December 3031, 2025 and 2024:

	Nine months ended June 30,						Change
	Three months ended December 31,						Change
	2025			2024			$
Net cash used in operating activities	$	(54,~~600~~765	)	$	(~~14,767~~930	)	$	9(3,~~167~~835	)
Net cash provided by (used in) investing activities		11—			~~(1,108~~—	)		~~1,119~~—
Net cash provided by financing activities		51,~~563~~760			151,~~991~~069			~~(10,428~~691	)
Net increase in cash		(26	)		116		$	(142	)
Net increase (decrease) in cash		(3,005	)		139		$	(3,144	)
Cash, beginning of period		~~266~~3,273			89266
Cash, end of period	$	~~240~~268		$	~~205~~405

Operating Activities

For the ~~nine~~three months ended ~~June~~December 3031, 2025, net cash used in operating activities was $54,~~600~~765, which included the impact of our net loss of $3010,~~402, offset~~125 byand a net ~~non-cash~~increase ~~charges~~in working capital items of $21634,~~817~~ ~~and~~offset by net ~~decreases~~non-cash incharges ~~working capital items~~ of $25,~~985~~994. The net non-cash charges principally consisted of stock-based compensation expense of $205,~~256~~139 for restricted stock ~~options~~units and ~~restricted~~ stock ~~units~~options and $~~1,591~~455 of depreciation and ~~amortization~~ amortization expense and charges of $837 for the issuance or change in fair value of warrants, partly offset by a $~~725~~960 ~~loss~~non-cash ongain from the ~~impairment~~decrease in the fair value of ~~long-lived~~the ~~assets~~earnout liability. The net working capital ~~decrease~~increase principally consisted of ~~increases~~ decreases in accounts payable and accrued expenses, ~~together~~partly ~~with~~offset by decreases in accounts receivable and inventory.

42For the three months ended December 31, 2024, net cash used in operating activities was $930, which included the impact of our net loss of $19,839, offset by net non-cash charges of $15,520 and net decreases in working capital items of $3,389. The net non-cash charges principally consisted of stock-based compensation expense of $9,802 for stock options and restricted stock units, losses of $2,658 from the change in fair value of warrants, a $1,940 loss on the change in fair value of the earnout liability and $594 of depreciation and amortization expense. The net working capital decrease principally consisted of an increase in accrued expenses together with decreases in accounts receivable and inventory.

For the nine months ended June 30, 2024, net cash used in operating activities was $14,767, which included the impact of our net loss of $8,497 and net non-cash credits of $9,347, partly offset by net decreases in working capital items of $3,077. The net non-cash credits principally consisted of the $30,599 gain on the change in fair value of the earnout liability and a deferred income tax benefit of $2,803, partially offset by stock-based compensation expense of $17,768, $4,009 of Merger related transaction costs expensed, $1,474 of depreciation and amortization expense and $891 of expense for the issuance of warrants in connection with borrowings. The net working capital decrease principally consists of an increase in accounts payable.

Investing Activities

Net cash provided by investing activities of $11 for the nine months ended June 30, 2025 consisted of proceeds from the sale of property and equipment, partially offset by payments for the acquisition of property and equipment.

Net cash used in investing activities of $1,108 for the nine months ended June 30, 2024 principally consisted of payments for the acquisitions EMI Solutions and RaGE Systems, net of acquired cash.

Financing Activities

Net cash provided by financing activities for the ~~nine~~three months ended ~~June~~December 3031, 2025 of $51,~~563~~760 principally consisted of $31,~~645~~254 in proceeds from the sale of ~~common stock and warrants in the April 2025 Offering, $600 from the issuance~~ of common stock, $21,~~575~~717 in ~~proceeds~~borrowings under notes payable and agreements for the purchase and sale of future receipts and ~~the issuance of notes payable and~~ proceeds of $1755 from the exercise of ~~warrants~~stock ~~to purchase shares of the Company’s Class A Common Stock~~options. These amounts were partially offset by principal payments on notes payable of $1,~~100~~266 (including payments of $~~445~~186 on notes payable—related parties) ~~and the payment of deferred consideration of $174 for the acquisition of a business~~.

Net cash provided by financing activities for the ~~nine~~three months ended ~~June~~December 3031, 2024 of $151,~~991~~069 consisted of ~~the~~ $~~21,014~~600 ~~proceeds from the Merger and PIPE, $3,334~~ in proceeds from the issuance of common stock, and $~~971~~675 in proceeds ~~from~~under ~~issuance~~an ofagreement ~~notes~~for ~~payable~~the purchase and ~~convertible~~sale ~~notes and~~of ~~proceeds~~future ~~from~~receipts and the ~~exercise~~issuance of ~~stock~~a ~~options~~note ~~of $225~~payable. These amounts were partially offset by ~~the~~principal ~~payment~~payments ofon ~~merger-related~~notes ~~transaction costs~~payable of $~~6,946~~32 and ~~$2,608~~the payment of ~~principal~~deferred ~~payments~~consideration ~~on notes payable (including payments~~ of $~~1,298~~174 onfor the ~~notes~~acquisition ~~payable—related~~of ~~parties)~~a business.

Liquidity

As of ~~June~~December 3031, 2025, our cash balance was $~~240~~268 compared to $~~266~~3,273 at September 30, ~~2024~~2025. We had a working capital deficit of $2322,~~020~~ 370 as of ~~June~~ 30December 31, 2025 compared to a working capital deficit of $2021,~~836~~071 at September 30, ~~2024~~2025.

As of ~~June~~December 3031, 2025, our debt consists of notes payable with an aggregate amount of $14,~~980~~200 and 7% promissory notes—related parties with an aggregate principal amount of $2,~~380~~065. Of these amounts, one note having a principal amount of $125 has reached its maturity date and is currently due. The remainder require weekly or monthly payments in varying amounts through ~~September~~July ~~2026~~2027.

Our total liabilities as of ~~June~~December 3031, 2025 were $3428,~~130~~057 compared to $3337,~~558~~449 as of September 30, ~~2024~~2025. The ~~increase~~decrease in our total liabilities is principally due to athe amendment of certain liability-classified warrants and the resulting reclassification of $16,~~382~~912 ~~increase~~of inliabilities to ~~notes~~stockholders’ ~~payable~~equity (deficit) on the condensed consolidated balance sheet during the three months ended December 31, 2025.

Other commitments include (i) non-cancelable operating leases for equipment, office facilities and other property containing future minimum lease payments totaling $~~1,519~~303 payable over the next two years, (ii) unpaid commitment and other fees of $1,~~575~~478 payable in connection ~~with~~ with the committed equity facility, (iii) deferred purchase consideration of $2,323 related to ~~our~~ acquisitions ~~of EMI Solutions and RaGE Systems~~ which is currently due, and (iv) $2,000 ~~potential~~currently ~~payments~~payable ofunder upan toearnout ~~$4,000~~arrangement ~~under~~related to the ~~RaGE~~acquisition ~~Earnout,~~of ~~payable~~a ~~by March 2026~~business.

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Going Concern

We incurred a loss from operations of $308,~~528~~833 for the ~~nine~~three months ended ~~June~~December 3031, 2025, and we incurred losses from operations of $4637,~~395~~693 and $3546,~~544~~395 for the years ended September 30, ~~2024~~2025 and ~~2023~~2024, respectively. As of ~~June~~December 3031, 2025, we had an accumulated deficit of $~~134~~160,~~859~~713. We have historically financed our operations through the issuance and sale of equity securities and the issuance of debt. We expect to continue to incur operating losses and negative cash flows from operations for the foreseeable future and we will need to raise ~~additional~~ additional debt or equity financing to fund our ~~continuing~~ operations, ~~product development plans~~ and ~~capital~~satisfy ~~expenditure requirements, to service~~ our ~~debt~~ obligations ~~and to make strategic investments~~. We believe that there is substantial doubt concerning our ability to continue as a going concern as we currently do not have adequate liquidity to meet our operating needs and satisfy our obligations ~~beyond~~for at least the next ~~approximately~~twelve ~~ninety days~~months.

While we will seek to raise additional capital, wethere ~~cannot~~can ~~assure~~be ~~you~~no ~~that~~assurance wethe necessary financing will be ~~able~~available ~~to obtain financing~~ on terms acceptable ~~terms~~to us, or at all~~, to provide the necessary interim funding to continue our operations and satisfy our obligations~~. If we raise funds by issuing equity securities, dilution to ~~our~~ existing stockholders may result. Any equity securities ~~we issue~~ issued may also provide for rights, preferences or privileges senior to those of holders of ~~our~~ common stock. If we raise funds by issuing debt securities, such debt securities would have rights, preferences and privileges senior to those of preferred and common stockholders. The terms of debt securities or borrowings may impose significant restrictions on our operations. The capital markets have in the past, and may in the future, experience periods of volatility that could impact the availability and cost of equity and debt financing. In addition, potential future increases in federal fund rates set by the Federal Reserve, which serve as a benchmark for rates on borrowing, could adversely impact the cost or availability of debt financing.

If we are unable to obtain additional financing, or if such transactions are successfully completed but do not provide adequate financing, we ~~will~~may ~~not~~ be ~~able~~required to reduce our operating expenditures, which could adversely affect our business prospects, or we may be unable to continue operations. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. Accordingly, the condensed consolidated financial statements have been prepared on a basis that assumes we will continue as a going concern and which contemplates the realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business.

Critical Accounting Policies and Estimates

~~The~~Our ~~preparation~~unaudited ofcondensed ~~our~~consolidated financial statements and the related ~~disclosures~~notes thereto included elsewhere in this Quarterly Report on Form 10-Q are prepared in accordance with U.S. GAAP. The preparation of condensed consolidated financial statements also requires ~~that~~us weto make estimates ~~judgments,~~and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses, and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that ~~affect~~we believe to be reasonable under the ~~amounts~~circumstances. ~~reported~~Our inactual results could differ from these estimates. To the ~~unaudited~~extent ~~condensed~~that ~~consolidated~~there are differences between our estimates and actual results, our future financial ~~statements~~position, results of operations, and cash flows may be affected.

~~The~~During ~~methods,~~the ~~estimates~~three ~~and~~months ~~judgments~~ended weDecember ~~use~~31, in2025, ~~applying~~there ~~our~~were ~~accounting~~no ~~policies have a~~ significant ~~impact~~changes onto ~~the results that we report in~~ our ~~financial~~critical ~~statements. Some of our~~ accounting policies ~~require that we make difficult~~ and ~~subjective~~estimates ~~judgments,~~compared to ~~often~~those aspreviously adisclosed ~~result of~~in ~~the~~“Critical ~~need~~Accounting toPolicies ~~make~~and ~~estimates~~Estimates” ~~regarding~~included ~~matters~~in ~~that~~Part ~~are~~II, ~~inherently~~Item ~~uncertain~~7. We“Management’s Discussion ~~base our estimates~~ and ~~judgments~~Analysis onof ~~historical~~Financial ~~experience, current~~Condition ~~economic~~ and ~~industry~~Results ~~conditions~~of ~~and~~Operations” ~~other~~included ~~factors~~in ~~that~~our weAnnual ~~believe~~Report toon beForm ~~reasonable~~10-K ~~under~~for the ~~circumstances.~~year ended ~~Actual~~September ~~results~~30, ~~may differ~~2025, ~~from~~filed ~~our~~with ~~estimates~~the ~~under~~SEC ~~different~~on ~~assumptions~~January or13, ~~conditions~~2026.

Our most critical accounting estimates include the assumptions we use in the determination of the fair value of the earnout liability, the fair value of common stock, stock-based compensation, the fair value of liability-classified warrants, the provision for income taxes, the accounting for business combinations and the measurement of definite-lived intangible assets and goodwill.

Fair Value of Earnout Liability

We account for the earnout shares as liability-classified instruments because the events that determine the number of earnout shares to which the earnout recipients will be entitled include events that are not solely indexed to our common stock. We remeasure the earnout liability to its estimated fair value at the end of each reporting period.

We estimate the fair value of the earnout liability using a Monte Carlo simulation model that utilizes significant assumptions, including volatility, expected term and risk-free rate that determine the probability of achieving the earnout conditions. The following table summarizes the assumptions used in estimating the fair value of the earnout liability at the respective dates:

	June 30, 2025			September 30, 2024
Stock price	$	0.77		$	1.06
Expected volatility		80.0	%		70.0	%
Risk-free rate		3.9	%		3.6	%
Contractual term		6.5 years			7.2 years

Fair Value of Common Stock

The fair value of our common stock affects the accounting for, and measurement of, a number of transactions, including awards of stock-based compensation, sales of our common and preferred stock or warrants to purchase our common stock and business combinations. For periods subsequent to the Merger, we determine the fair value of our common stock based on quoted market prices. For periods prior to the Merger, there was no public market for our common stock and we determined the fair value of our common stock considering a number of objective and subjective factors, including: third-party valuations of our common stock, the valuation of comparable companies, sales of our common stock to outside investors in arms-length transactions, our forecasted financial performance, operational developments and milestones, the lack of marketability of our common stock, the likelihood of achieving a liquidity event, and the general and industry specific economic outlook, among other factors. We determined the fair value of our common stock in accordance with applicable elements of the American Institute of Certified Public Accountants guide, Valuation of Privately Held Company Equity Securities Issued as Compensation.

The assumptions underlying our valuations represented our best estimates, which involve inherent uncertainties and the application of judgment. As a result, if factors or expected outcomes had changed, or if we had used significantly different assumptions or estimates, our stock-based compensation expense and equity-based valuations or the value of the business we acquired could have been materially different.

Stock-Based Compensation

Our stock-based compensation awards include stock options and restricted stock units. In some cases, other equity transactions, such as the sale of warrants to purchase our common stock are accounted for as equity-classified awards granted to employees. In each case, we must determine the fair value of the equity-based awards.

We estimate the fair value of stock options and warrants to purchase our common stock using the Black-Scholes-Merton (“Black-Scholes”) option-pricing model. The Black-Scholes option pricing model considers several variables and assumptions in estimating the fair value of stock-based awards. These variables include:

● the per share fair value of the underlying common stock; ● the exercise price; ● the risk-free interest rate; ● the expected term; ● expected stock price volatility over the expected term; and ● the expected annual dividend yield.

We recognize the fair value of each stock option award as compensation expense on a straight-line basis over the requisite service period, which is typically four years. We have elected to account for forfeitures as they occur and initially record stock-based compensation expense assuming all option holders will complete the requisite service period. If an employee forfeits an award because they fail to complete the requisite service period, we will reverse previously recognized stock-based compensation expense in the period the award is forfeited.

Our restricted stock units entitle the holder to receive a number of shares of our common stock. The majority of our restricted stock units are subject to both service-based vesting conditions and performance conditions. We establish the fair value of each restricted stock unit based on the grant-date fair value of the underlying shares of our common stock. Our accounting for restricted stock units also requires that we evaluate the probability of achievement of applicable performance conditions. When we conclude that the achievement of a performance condition is not probable, we do not recognize any compensation cost for the restricted stock unit. We continually reevaluate the probability of achievement of performance conditions. If we subsequently determine the achievement of a performance condition is probable, we will be required to record a “catch-up” of previously unrecognized stock-based compensation expense, subject to any applicable time-based vesting.

We have also issued warrants to purchase common stock to employees and service providers in exchange for services to us and we determined that those warrants should be accounted for as equity-classified awards. We determined the fair value of these warrants at the date of issuance using the Black-Scholes option pricing model, based on the variables and assumptions discussed above, and recognized the fair value as stock-based compensation expense in our consolidated statements of operations and comprehensive loss.

We classify stock-based compensation expense in our consolidated statements of operations and comprehensive loss in the same manner in which the award recipient’s salary and related costs are classified or in which the award recipient’s service payments are classified. In future periods, we expect stock-based compensation expense to increase, due in part to our existing unrecognized stock-based compensation expense and as we grant additional stock-based awards to continue to attract and retain employees.

Provision for Income Taxes

We account for income taxes using the asset and liability method, whereby deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. We recognize the effect of a change in tax laws on deferred tax assets and liabilities in our results of operations in the period the new laws are enacted. We record a valuation allowance to reduce the carrying amounts of deferred tax assets unless it is more likely than not that such assets will be realized.

We recognize liabilities for uncertain tax positions based on a two-step process regarding recognition and measurement. We recognize a tax benefit only if it is more likely than not the tax position will be sustained on examination by the local taxing authorities based on the technical merits of the position. We measure the amount of tax benefits recognized in the financial statements from such positions based on the largest benefit greater than 50% likely to be realized upon ultimate settlement with the related tax authority. Changes in recognition or measurement of an uncertain tax position are reflected in our statements of operations and comprehensive loss in the period in which the change in estimate occurs, based on new information not previously available.

Business Combinations

We allocate the purchase price of an acquisition to the tangible and intangible assets acquired and the liabilities assumed based on their estimated fair values. The excess of the purchase price over the fair value of the net assets acquired is recorded as goodwill.

Accounting for business combinations requires that we make significant estimates and assumptions to determine the fair value of assets acquired and liabilities assumed at the acquisition date. Although we believe the assumptions and estimates we use to be reasonable and appropriate, they are inherently uncertain. Critical estimates in valuing certain acquired assets may include, but are not limited to, expected future cash flows including revenue growth rate assumptions from product sales, customer contracts and acquired technologies, the expected costs to develop acquired technology into commercially viable products and the estimated cash flows from the projects when completed, including assumptions associated with the technology migration curve and expected selling, general and administrative costs. We derive the discount rates used to discount expected future cash flows to present value using a weighted-average cost of capital analysis adjusted to reflect inherent risks. Unanticipated events and circumstances may occur that could affect either the accuracy or validity of these assumptions, estimates or actual results.

Intangible Assets and Goodwill

We have definite-lived acquisition-related intangible assets consisting of developed technology, customer relationships, tradenames and backlog. We record amortization expense associated with each definite-lived acquisition-related intangible asset based on its estimated useful life. We also review our acquisition-related intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. This includes our regular review of our operating performance for indicators of impairment. Factors considered important that could trigger an impairment review include a significant underperformance relative to expected historical or projected future operating results, or a significant change in the manner of the use of the acquisition-related intangible assets.

We perform impairment testing at the asset group level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of the acquisition-related intangible asset is determined by comparing the forecasted undiscounted cash flows attributable to such acquisition-related intangible asset, including any cash flows upon their eventual disposition, to its carrying value. If the carrying value of the acquisition-related intangible asset exceeds the forecasted undiscounted cash flows, then the acquisition-related intangible asset is written down to its fair value.

We also have goodwill totaling $16,066 as of June 30, 2025, which represents the excess of the fair value of purchase consideration of an acquired business over the fair value of the identifiable net assets acquired. Goodwill is not amortized, but we test goodwill for impairment at a reporting unit level on an annual basis on July 31, or more frequently if circumstances change or an event occurs that would more likely than not reduce the fair value of a reporting unit below its carrying amount.

We assess all relevant qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the assessment indicates that it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, a quantitative goodwill impairment test is not necessary. If the assessment of all relevant qualitative factors indicates that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we would perform a quantitative goodwill impairment test. The quantitative impairment test for goodwill consists of a comparison of the fair value of a reporting unit with its carrying value, including the goodwill allocated to that reporting unit. If the carrying value of a reporting unit exceeds its fair value, we will recognize an impairment loss equal to the amount of the excess, limited to the amount of goodwill allocated to that reporting unit.

Our impairment tests require the use of judgment, including the identification of, and assignment of assets and liabilities to, asset groups and/or reporting units and the determination of fair values of asset groups or reporting units. We also must make significant assumptions and estimates, including the amount and timing of future cash flows, discount rates, asset fair values and the expected useful lives of the acquisition-related intangible assets. To make these judgments and estimates, we may use internal undiscounted cash flow estimates, quoted market prices (if available) or other available data.

We did not recognize any impairment charges on intangible assets or goodwill during the nine months ended June 30, 2025 and 2024. However, future cash flows may vary from what was expected, or assumptions and estimates we use in the fair value calculations may change. Any such changes in assumptions or estimates could change the estimates of future cash flows we use to estimate fair values and could result in a decline in the estimated fair value of related assets. Such a decline in our estimates of the fair values of assets may result in future impairment charges.

Emerging Growth Company

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and we will take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

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Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

Smaller Reporting Company

Additionally, we are a “smaller reporting company,” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of our common stock held by non-affiliates exceeds $250 million as of the last business day of our second fiscal quarter, or (ii) our annual revenue exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the last business day of our second fiscal quarter. If we continue to be a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from these certain reduced disclosure requirements that are available to smaller reporting companies.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Item 4. Controls and Procedures.

Limitations on Effectiveness of Disclosure Controls and Procedures

In designing and evaluating our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures, pursuant to Rule 13a-15(b) of the Exchange Act, as of ~~June~~December 3031, 2025. We ~~identified~~ identified material weaknesses in our internal control over financial reporting as described below, and, as a result, our chief executive ~~officer~~ officer and chief financial officer concluded that our disclosure controls and procedures were not effective as of ~~June~~December 3031, 2025.

Material Weaknesses in Internal Control over Financial Reporting

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses are as follows:

● We did not design and maintain an effective control environment commensurate with our financial reporting requirements. Specifically, we lacked a sufficient complement of personnel with an appropriate level of accounting knowledge, training and experience to appropriately analyze, record and disclose accounting matters timely and accurately. Additionally, our insufficient complement of personnel resulted in an inability to consistently establish appropriate authorities and responsibilities in pursuit of financial reporting objectives, as demonstrated by, among other things, insufficient segregation of duties in our finance and accounting functions. ● We did not design and maintain an effective risk assessment process at a precise enough level to identify new and evolving risks of material misstatement in our financial statements. Specifically, changes to existing controls or the implementation of new controls have not been sufficient to respond to changes to our risks of material misstatement to financial reporting.

●

We did not design and maintain an effective risk assessment process at a precise enough level to identify new and evolving risks of material misstatement in our financial statements. Specifically, changes to existing controls or the implementation of new controls have not been sufficient to respond to changes to our risks of material misstatement to financial reporting.

These material weaknesses contributed to the following additional material weaknesses:

	●	We did not design and maintain formal accounting policies, procedures and controls to achieve complete, accurate and timely financial accounting, reporting and disclosures, including controls over (i) the preparation and review of account reconciliations and journal entries, (ii) maintaining appropriate segregation of duties, (iii) determining the appropriate grant date for stock options and evaluating the assumptions used within our Black-Scholes model to determine the fair value of option grants, and (iv) the review of the completeness and accuracy of the income tax provision and related disclosures. Additionally, we did not design and maintain controls over the classification and presentation of accounts and disclosures in our financial statements and to ensure revenue transactions are recorded in the correct period.
	●	We did not design and maintain effective controls to identify and account for certain non-routine, unusual or complex transactions, including the proper application of U.S. GAAP of such transactions. Specifically, we did not design and maintain effective controls to (i) timely identify, account for and value business combinations and asset acquisitions, including the associated tax implications and (ii) timely identify, account for and value our financing arrangements.
	●	We did not design and maintain effective controls to verify transactions are properly authorized, executed, and accounted for, including transactions related to incentive compensation arrangements.

These material weaknesses resulted in adjustments to revenue, accrued expenses, general and administrative expenses, inventory, costs of products sold, the accounting for and classification of redeemable convertible preferred stock, founders preferred and common stock, stock-based compensation expense, other current assets, income tax expense and deferred tax liabilities, as well as the purchase price allocation for our business combination, as of and for the years ended September 30, 2022 and 2021; ~~and,~~ adjustments to stock-based compensation expense, accrued expenses, other current liabilities and the PIPE make-whole liability, as well as the purchase price allocations for our business combinations as of and for the interim periods ended December 31, 2023 and June 30, 2024, and as of and for the year ended ~~September~~ September 30, 2024; and, an adjustment to the number of shares of our Class B Common Stock reported as issued and outstanding as of June 30, 2025.

●

We did not design and maintain effective information technology (“IT”) general controls for information systems that are relevant to the preparation of our financial statements. Specifically, we did not design and maintain (i) program change management controls to ensure that program and data changes are identified, tested, authorized and implemented appropriately, (ii) user access controls to ensure appropriate segregation of duties and to adequately restrict user and privileged access to appropriate personnel, (iii) computer operations controls to ensure that processing and transfer of data, and data backups and recovery are monitored, and (iv) program development controls to ensure that new software development is tested, authorized and implemented appropriately. These deficiencies did not result in a misstatement to our financial statements.

Additionally, these material weaknesses could result in a misstatement of substantially all of our accounts or disclosures that would result in a material misstatement to our annual or interim financial statements that would not be prevented or detected.

Remediation Plan

We have begun an implementation plan to remediate these material weaknesses, which we expect will result in significant future costs for us.

4928

Those remediation measures will include (i) hiring additional accounting and IT personnel to enhance our financial reporting, accounting and IT capabilities; (ii) designing and implementing controls to formalize roles and review responsibilities and designing and implementing controls over segregation of duties; (iii) designing and implementing controls to identify and evaluate changes in our business and the impact on our internal control over financial reporting; (iv) designing and implementing controls over the proper authorization of transactions; (v) designing and implementing controls to identify, account for, and value non-routine, unusual or complex transactions; (vi) designing and implementing formal accounting policies, procedures and controls supporting our financial close process, including controls over account reconciliations and journal entries; (vii) designing and implementing controls over determining the appropriate grant date for stock options and evaluating the assumptions used within the Black-Scholes model; (viii) designing and implementing controls over the completeness and accuracy of the income tax provision and related disclosure; (ix) designing and implementing controls over the classification and presentation of accounts and disclosures in our financial statements and to ensure revenue transactions are recorded in the correct period; (x) implementing a more sophisticated IT system; and (xi) designing and implementing IT general controls.

The material weaknesses will not be considered remediated until our remediation plan as described above has been fully implemented and we determine no further changes to the remediation plan are necessary, the applicable controls operate for a sufficient period of time, and we have concluded, through testing, that the newly implemented and enhanced controls are operating effectively.

Notwithstanding the above, our management believes that the financial statements included in this Quarterly Report on Form 10-Q present fairly in all material respects our financial position, results of operations and cash flows for the periods presented.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

Refer to Note 139—Commitments and Contingencies of the notes to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for disclosures regarding legal proceedings.

Item 1A. Risk Factors.

“Item 1A. Risk Factors” of our Form 10-K for the fiscal year ended September 30, 2024 includes a discussion of our risk factors. The information presented below updates, and should be read in conjunction with, the risk factors and information disclosed in our Form 10-K.

In the event that we are unable to regain compliance with Nasdaq’s continued listing standards, Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

Currently, our Class A Common Stock and the Public Warrants are traded on Nasdaq. However, we cannot assure you that our securities will continue to be listed on Nasdaq in the future. In order to continue listing our securities on Nasdaq, we are required to maintain certain financial, distribution, and stock price levels. We are required to maintain a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”). On April 28, 2025, we received a delinquency notification letter (the “Notice”) from Nasdaq’s Listing Qualifications Staff (the “Staff”) due to the non-compliance with Nasdaq Listing Rule 5550(a)(2) as a result of our failure to maintain the Minimum Bid Price Requirement. The Notice stated that, as of its date, the stock price of the Class A Common Stock was below $1.00 for 30 consecutive business days. The Notice has no immediate effect on the listing or trading of our shares of Class A Common Stock on Nasdaq. We have until October 27, 2025 to regain compliance. If we are not in compliance with the Minimum Bid Price Requirement by October 27, 2025, we may qualify for a second 180 calendar day compliance period. However, if we fail to timely regain compliance with the Minimum Bid Price Requirement during the second 180 calendar day period our shares will be subject to delisting from Nasdaq.

If Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

● a limited availability of market quotations for our securities; ● reduced liquidity for our securities; ● a determination that our Class A Common Stock is a “penny stock,” which will require brokers trading in our Class A Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; ● a limited amount of news and analyst coverage; and ● a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Since our Class A Common Stock and our Public Warrants are listed on Nasdaq, they are covered securities. If we are no longer listed on Nasdaq, our securities would not be covered securities and we would be subject to regulation in each state in which we offer our securities.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

OnFrom ~~April~~October 115, 2025 through October 23, 2025, we issued ~~297~~an aggregate of 1,~~000~~165,848 shares of Class A Common Stock to ~~one~~three of ~~the holders of~~ our ~~outstanding warrants upon that holder’s~~creditors ~~exercise~~in ~~pursuant~~exchange tofor asatisfaction ~~cashless exercise provision. The warrant had an exercise price~~ of ~~$0.01~~the ~~per~~Company’s ~~share.~~debt Noowed ~~underwriting discounts and commissions were paid with respect~~ to ~~the~~such ~~foregoing~~creditors ~~transaction.~~in ~~We believe~~ the ~~sales~~aggregate ~~and~~amount ~~issuances~~ of the above securities were exempt from registration under the Securities Act by virtue of Section 3(a)(9) of the Securities Act because the warrants were exercised pursuant to a cashless exercise and no commission was paid for soliciting the exercise$916,000.

On ~~April~~November 107, 2025, we issued ~~166~~350,~~875~~000 shares of Class A Common Stock to ~~one~~an ofaccredited ~~our~~investor ~~creditors~~ in exchange for ~~satisfaction~~advisory ~~of the Company’s debt owed to such creditor in the amount of $115~~services. On May 9, 2025, we issued 79,709 shares of Class A Common Stock to RaGE Systems stockholders as partial settlement of liability under the RaGE Earnout. No underwriting discounts and commissions were paid with respect to the foregoing transactions. We believe the sales and issuances of the above securities were exempt from registration under the Securities Act by virtue of Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder because the issuance of securities to the recipients did not involve a public offering.

On December 15, 2025, we issued 25,000 shares of Class A Common Stock in connection with the settlement of litigation.

No underwriting discounts and commissions were paid with respect to the foregoing transactions. We believe the sales and issuances of the above securities were exempt from registration under the Securities Act by virtue of Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder because the issuance of securities to the recipients did not involve a public offering.

Item 5. Other Information.

~~Equity Grants~~(c) ~~Issued~~During ~~Outside~~the three months ended December 31, 2025, none of our officers (as defined in Rule 16a-1(f) of the ~~2023~~Exchange ~~Equity~~Act) ~~Incentive~~or ~~Plan~~directors adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

(a) The below events occurred within four business days of the filing date of this periodic report and as such, the Company is disclosing the occurrence of the events under Item 3.02 Unregistered Sales of Equity Securities below instead of in a stand-alone Current Report on Form 8-K:

On August 11, 2025, the Company entered into restricted stock award agreements with each of Frederick Goerner, James Peterson and Keyvan Samini, in which the Company granted 915,033 restricted stock awards of Class B Common Stock (“Class B RSAs”) to each of Messrs. Goerner, Peterson and Samini outside of the Company’s 2023 Equity Incentive Plan, in accordance with the approval granted by the stockholders of the Company at its Special Meeting of Stockholders on May 30, 2025. The Class B RSAs will vest over five years with 10% vesting on May 30, 2026, and the remaining 90% vesting in equal quarterly installments over the remaining 48 months. The shares of Class B Common Stock are convertible into shares of Class A Common Stock at the option of the holder at any time and will be automatically converted upon (i) a transfer by the holder (other than a permitted transfer) or (ii) the first trading day after the seventh anniversary date of the Closing Date. We believe the sales and issuances of the above securities are exempt from registration under the Securities Act by virtue of Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder because the issuance of securities to the recipients did not involve a public offering.

(c) During the three months ended June 30, 2025, none of our officers (as defined in Rule 16a-1(f) of the Exchange Act) or directors adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits.

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

Exhibit No.		Description
10.1		Retirement and Release Agreement by and among Mobix Labs, Inc. and Fabrizio Battaglia, dated as of July 25, 2025 (incorporated by reference to Exhibit 10.46 of the Registrant’s Registration Statement on Form S-1 (File No. 333-287493), filed with the SEC on August 7, 2025).
31.1*		Certification of Principal Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934.
31.2*		Certification of Principal Financial Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934.
32.1**		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101 INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith

** Furnished herewith

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SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MOBIX LABS, INC.
Date: August 13, 2025	By:	/s/ Keyvan Samini
Date: February 12, 2026	By:	/s/ Keyvan Samini
		Keyvan Samini
		President and Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer)

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