{"url_path":"/sec/mobx/10-q/2026/item-1a","section_key":"item-1a","section_title":"Item 1A Risk Factors**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-20","source_url":"https://www.sec.gov/Archives/edgar/data/1855467/0001493152-26-024661-index.html","accession_number":"0001493152-26-024661","cik":"0001855467","ticker":"MOBX","issuer_name":"MOBIX LABS, INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1855467/0001493152-26-024661-index.html","primary_entity_key":"0001855467","primary_entity_name":"MOBIX LABS, INC"},"word_count":1012,"has_tables":true,"body_markdown":"**Item\n1A. Risk Factors**\n\n \n\nIn\naddition to the information set forth in this Form 10-Q, you should carefully consider the risk factors disclosed in our Annual Report\non Form 10-K for the fiscal year ended September 30, 2025. The information presented below updates, and should be read in conjunction\nwith, the risk factors and information disclosed in our Annual Report on Form 10-K. Except as set forth below, there have been no material\nchanges to the risk factors disclosed in the Form 10-K.\n\n** **\n\n**In\nthe event that we are unable to maintain compliance with Nasdaq’s continued listing standards, Nasdaq may delist our securities\nfrom trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional\ntrading restrictions.**\n\n \n\nCurrently,\nour Class A Common Stock and the Public Warrants are traded on Nasdaq. However, we cannot assure you that our securities will continue\nto be listed on Nasdaq in the future. In order to continue listing our securities on Nasdaq, we are required to maintain certain financial,\ndistribution, and stock price levels. We are required to maintain a minimum bid price of $1.00 per share (the “Minimum Bid Price\nRequirement”). On April 28, 2025, we received a delinquency notification letter (the “Notice”) from Nasdaq’s\nListing Qualifications Staff (the “Staff”) due to the non-compliance with Nasdaq Listing Rule 5550(a)(2) as a result of our\nfailure to maintain the Minimum Bid Price Requirement. The Notice stated that, as of its date, the stock price of the Class A Common\nStock was below $1.00 for 30 consecutive business days and gave us 180 calendar days, or until October 27, 2025, to regain compliance\nby maintaining a closing bid price of at least $1.00 per share for a minimum of ten consecutive business days (the “Initial Compliance\nPeriod”).\n\n \n\nOn\nOctober 24, 2025, we submitted a request to Nasdaq for an additional 180-day period (the “Second Compliance Period”) to provide\nadditional time for us to demonstrate compliance with the Minimum Bid Price Requirement. On October 29, 2025 we received written notice\nfrom Nasdaq (the “Extension Letter”) granting us an extension through April 27, 2026 (the “Extension Deadline”),\nto regain compliance with the Minimum Bid Price Requirement. On March 23, 2026, our stockholders approved a proposal to effect the Reverse\nStock Split. The Reverse Stock Split went effective after market close on April 6, 2026. The effects of the Reverse Stock Split allowed\nus to regain compliance with the Minimum Bid Price Requirement as of April 21, 2026; however, the Reverse Stock Split is subject to certain\nrisks, which are outlined below. We may in the future fail to meet the Minimum Bid Price Requirement and in such event, if we fail to\ntimely regain compliance with the Minimum Bid Price Requirement, Nasdaq will provide written notification to us that our common stock\nis subject to delisting. Nasdaq rules provide that any listed company that fails to meet the Minimum Bid Price Requirement and has effected\na reverse stock split over the prior one-year period, or has effected one or more reverse stock splits over the prior two-year period\nwith a cumulative ratio of 250 shares or more to one, will not be eligible for an automatic 180-day grace compliance period and Staff\nis obligated to immediately issue a delisting determination. Therefore, if we were to fall out of compliance with the Minimum Bid Price\nRequirement prior to April 6, 2027, we would not be able to effect a reverse stock split and would immediately be issued a delisting\ndetermination.\n\n \n\nWe\nare also required to maintain a minimum market capitalization (generally $35 million) and a minimum number of holders of our listed securities\n(generally 400 public holders). On January 15, 2026, we received a delinquency notification letter (the “MVLS Notice”) from\nthe Staff that we are not compliant with Nasdaq Listing Rule 5550(b)(2) as a result of our failure to maintain a minimum Market Value\nof Listed Securities (“MVLS Requirement”) of $35 million. We have subsequently regained compliance with the MVLS Requirement.\nHowever, we may in the future fail to meet the MVLS Requirement and in such event, if we fail to timely regain compliance with the MVLS\nRequirement, Nasdaq will provide written notification to us that our common stock is subject to delisting.\n\n \n\n34\n\n \n\n \n\nIf\nNasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities\nexchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material\nadverse consequences, including:\n\n \n\n \n●\na\nlimited availability of market quotations for our securities;\n\n \n●\nreduced\nliquidity for our securities;\n\n \n●\na\ndetermination that our Class A Common Stock is a “penny stock,” which will require brokers trading in our Class A Common\nStock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market\nfor our securities;\n\n \n●\na\nlimited amount of news and analyst coverage; and\n\n \n●\na\ndecreased ability to issue additional securities or obtain additional financing in the future.\n\n \n\nThe\nNational Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the\nsale of certain securities, which are referred to as “covered securities.” Since our Class A Common Stock and our Public\nWarrants are listed on Nasdaq, they are covered securities. If we are no longer listed on Nasdaq, our securities would not be covered\nsecurities and we would be subject to regulation in each state in which we offer our securities.\n\n \n\n**The\nReverse Stock Split Has Led to a Decrease in the Overall Market Capitalization of the Company.**\n\n \n\nThe\nReverse Stock Split may be viewed negatively by the market. Following the Reverse Stock Split, our per share market price has declined,\nwhich has resulted in a decrease in our overall market capitalization. If there are further decreases in the per share market price of\nour Common Stock, then our value, as measured by our market capitalization, will be reduced."}