UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d)

OFof ~~THE~~the ~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934

Date of ~~Report~~report (Date of earliest event reported): ~~February~~March 2723, 2026

MOBIX LABS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-40621		98-1591717
(State or other jurisdiction of incorporation)		(Commission File Number)		(~~IRS~~I.R.S. Employer Identification No.)

1 Venture, Suite 220 Irvine, California		92618
1 Venture, Suite 220, Irvine, California		92618
(Address of principal executive offices)		(Zip Code)

~~Registrant’s telephone number, including area code:~~ (949) 808-8888

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K ~~filing~~ is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.1313e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.00001 per share	MOBX	Nasdaq Capital Market
Redeemable warrants, each warrant exercisable for one share of Class A Common Stock	MOBXW	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

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. ☐

Item 5.0307 ~~Amendments~~Submission of Matters to ~~Articles~~a Vote of ~~Incorporation~~Security ~~or Bylaws.~~Holders

On ~~February~~March 2723, 2026, ~~the board of directors of~~ Mobix Labs, Inc. (the “Company”) ~~approved~~held anits ~~amendment~~Annual ~~and~~Meeting ~~restatement~~ of ~~the Company’s~~Stockholders ~~bylaws~~ (the “~~Bylaws~~Meeting”) to ~~effective~~vote ason offour ~~the~~proposals, ~~date~~as ofdescribed in the ~~board’s~~definitive ~~approval.~~proxy ~~The~~statement ~~amendment~~filed ofby the ~~Bylaws~~ ~~reduces~~Company with the ~~quorum~~SEC ~~requirement~~on ~~for~~March ~~all~~6, ~~meetings~~2026 ~~of stockholders~~ (~~unless~~the ~~otherwise~~“Proxy Statement”). ~~provided~~Present byat ~~statute,~~ the ~~Company’s~~Meeting ~~amended and~~were ~~restated~~holders ~~certificate~~ of ~~incorporation~~43,982,421 orshares ~~regulations~~ of ~~any~~Class ~~stock~~A ~~exchange~~Common ~~applicable~~Stock toof the Company) ~~from~~ (the ~~presence,~~“Class A inCommon ~~person or~~Stock”) byand ~~proxy~~2,004,901 ofClass aB ~~majority~~Common inStock ~~voting~~of ~~power~~the ofCompany (the ~~then~~“Class ~~outstanding~~B ~~shares~~Common ofStock” ~~stock~~and, ~~entitled~~together with tothe ~~vote~~Class toA ~~the~~Common ~~presence~~Stock, the “Common Stock”) represented in person or by proxy, ofrepresenting ~~one-third~~approximately 52.86% of the voting power of the ~~outstanding~~Common ~~shares~~Stock as of ~~stock~~February ~~entitled~~27, to2026, ~~vote~~the record date for the Meeting, and constituting a quorum for the transaction of business.

~~The~~At ~~foregoing~~the ~~description~~Meeting, of the ~~Bylaws,~~Company’s asstockholders ~~amended,~~voted ~~does~~on ~~not~~the ~~purport~~following toproposals, beeach ~~complete~~of ~~and~~which is ~~qualified~~described in ~~its~~more ~~entirety~~detail byin ~~reference to~~ the Proxy ~~full~~Statement. ~~text~~Capitalized ofterms ~~the~~used ~~Bylaws,~~but asnot ~~amended.~~defined Aherein ~~complete~~have ~~copy of~~ the ~~Bylaws,~~meanings ~~including~~assigned ~~the~~to ~~language~~such ~~added~~terms byin the ~~amendment~~Proxy ~~to Bylaws appearing in Section 1~~Statement.~~5, is attached to this report as Exhibit 3.1.~~

~~Item~~Summarized 9below are the final results of the matters voted on at the Meeting based on the final, certified report of the voting results by the independent inspector of elections.01 ~~Financial~~There ~~Statements~~were ~~and~~no ~~Exhibits~~recorded broker non-votes.

~~(d)~~Proposal No. ~~Exhibits~~1: The Director Election Proposal

The ~~following~~Director ~~exhibits~~Election ~~are~~Proposal ~~filed~~was ~~with~~approved. ~~this~~The ~~report~~Class A Director Nominees were elected by the holders of Class A Common Stock and Class B Common Stock voting together. The Class B Director Nominee was elected by the holders of Class B Common Stock. The voting results were as follows:

Exhibit No.	Description
Class A Director Nominees	For	Against	Abstentions
3.1	Amended and Restated Bylaws
David Aldrich	62,046,590	545,610	1,439,231
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
Frederick Goerner	61,334,088	716,936	1,980,407
Class B Director Nominee
Keyvan Samini	20,049,010	0	0

~~SIGNATURES~~Proposal No. 2: The Ratification of Selection of Independent Registered Public Accounting Firm Proposal

The Ratification of Selection of Independent Registered Public Accounting Firm Proposal was approved. The voting results were as follows:

For		Against		Abstentions
62,399,491		460,692		1,171,248

Proposal No. 3: The Reverse Stock Split Proposal

The Reverse Stock Split Proposal was approved. The voting results were as follows:

For		Against		Abstentions
61,593,771		2,357,828		79,832

Proposal No. 4: The Warrant Proposal

The Warrant Proposal was approved. The voting results were as follows:

For		Against		Abstentions
60,766,331		1,868,539		1,396,561

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Mobix Labs, Inc.
Dated: March 2, 2026	/s/ Keyvan Samini
	Keyvan Samini
	President and Chief Financial Officer

	MOBIX LABS, INC.

	By:	/s/ Keyvan Samini
	Name:	Keyvan Samini
	Title:	President and Chief Financial Officer

Date: March 25, 2026

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