{"url_path":"/sec/mobxw/8-k/2026-06-10/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-10","source_url":"https://www.sec.gov/Archives/edgar/data/1855467/0001493152-26-027993-index.html","accession_number":"0001493152-26-027993","cik":"0001855467","ticker":"MOBX","issuer_name":"MOBIX LABS, INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1855467/0001493152-26-027993-index.html","primary_entity_key":"0001855467","primary_entity_name":"MOBIX LABS, INC"},"word_count":1488,"has_tables":true,"body_markdown":"**Item\n8.01 Other Events.**\n\n \n\n**Business\nUpdate**\n\n \n\nMobix\nLabs, Inc. (the “Company”) is providing the following business update regarding certain previously disclosed and anticipated\ncorporate matters.\n\n \n\n**Vision\nAerial Letter of Intent and Ongoing Negotiations**\n\n \n\nAs\npreviously announced, the Company has entered into a non-binding letter of intent with Vision Aerial, Inc. (“Vision Aerial”)\nregarding a potential acquisition of Vision Aerial by the Company. The Company is currently engaged in active negotiations with Vision\nAerial regarding definitive transaction documents.\n\n \n\nThe\nparties have not entered into a definitive acquisition agreement, and the proposed transaction remains subject to, among other things,\ncompletion of due diligence, negotiation and execution of definitive agreements, approval by the parties’ respective governing\nbodies, satisfaction of closing conditions to be set forth in any definitive agreements, and, if applicable, the availability of financing\nand receipt of any required stockholder, regulatory, exchange or third-party approvals.\n\n \n\nVision\nAerial has publicly announced that it has experienced increasing revenue and backlog. The Company is continuing to conduct due diligence\nwith respect to Vision Aerial, including with respect to its business, financial condition, operations, customer relationships, backlog,\nprospects and liabilities. There can be no assurance that the Company and Vision Aerial will enter into definitive agreements, that any\nproposed transaction will be consummated, or that any proposed transaction, if consummated, will be consummated on the terms currently\ncontemplated or at all.\n\n \n\n**Kips\nTransaction; Anticipated Corrective Amendment and Resale Registration Statement**\n\n \n\nAs\npreviously disclosed by the Company, on its Form 10-Q filed May 19, 2026 with the Securities and Exchange Commission, the Company entered\ninto certain transaction documents with Kips Bay Select LP (“Kips”) relating to a financing transaction (the “Kips\nTransaction”). The Company expects to enter into an amendment to the previously disclosed transaction documents for the purpose\nof correcting certain scrivener’s errors.\n\n \n\nThe\nCompany does not expect the amendment to modify the material economic terms of the Kips Transaction, the number of securities issuable\nin the Kips Transaction, the consideration payable, or the principal rights and obligations of the parties.\n\n \n\nThe\nCompany also expects to file a registration statement on Form S-1 to register the resale of shares of the Company’s common stock,\nincluding approximately 3,300,000 shares for Kips and an aggregate of approximately 1,239,613 shares for five other selling stockholders.\nThe filing, timing and effectiveness of the registration statement will be subject to the requirements of the Securities Act of 1933,\nas amended, and review by the Securities and Exchange Commission. There can be no assurance as to when or whether the registration statement\nwill be filed or declared effective.\n\n \n\n \n\n \n\n \n\n**Expected\nStockholder Meeting and Proxy Proposals**\n\n \n\nThe\nCompany expects to hold a meeting of stockholders in July 2026. At the meeting, the Company expects to request that stockholders approve,\namong other matters:\n\n \n\n1.the\nissuance of shares of the Company’s common stock to Kips in connection with the Company’s\npreviously disclosed May 19, 2026 transaction;\n\n2.an\namendment to the Company’s certificate of incorporation to remove certain restrictions\non the issuance of shares of the Company’s Class B common stock;\n\n3.an\nincrease in the number of shares available for issuance under the Company’s equity\nincentive award plan; and\n\n4.the\nissuance of a specified number of shares of the Company’s common stock, or securities\nconvertible into or exercisable for common stock, for purposes of future fundraising transactions\nand acquisitions.\n\n \n\nThe\nCompany has not yet filed preliminary or definitive proxy materials for the expected stockholder meeting. The specific terms of the proposals,\nincluding the number of shares subject to the proposals and the full text of any proposed charter amendment or equity incentive plan\namendment, will be set forth in the Company’s proxy materials when filed with the Securities and Exchange Commission.\n\n \n\nThe\nCompany’s board of directors has not provided any assurance that the expected stockholder meeting will occur on the anticipated\ntimeline or that the proposals described above will be approved by stockholders. If the Company does not obtain the required stockholder\napprovals, the Company’s ability to complete certain financing transactions, issue securities in connection with acquisitions,\nincluding the potential Vision Aerial transaction, or implement certain corporate-governance and compensation-related matters may be\nlimited.\n\n \n\n**Expected\nFinancing Activities**\n\n \n\nThe\nCompany expects to seek to raise additional capital in the near future to support potential mergers and acquisitions activity, including\nthe potential Vision Aerial transaction, and for working capital and general corporate purposes. The Company has not entered into definitive\nagreements for any such financing transactions, and the structures, terms, timing, size, pricing, investors, securities to be issued\nand conditions of any such transactions are currently unknown and subject to market conditions and further negotiation.\n\n \n\nAny\nsuch financing transactions may involve the issuance of equity, equity-linked securities, debt securities, convertible securities, warrants\nor other instruments, and may result in dilution to existing stockholders. There can be no assurance that the Company will be able to\nraise capital on acceptable terms, in a timely manner, or at all.\n\n \n\n**Litigation\nSettlements and Debt Reduction**\n\n \n\nThe\nCompany has recently settled two lawsuits and satisfied approximately $3.74 million of debt liabilities. The Company believes these settlements\nand debt satisfaction transactions reduce outstanding liabilities and related uncertainty. Except as previously disclosed by the Company,\nthere have been no material developments in the Company’s related litigation matters.\n\n \n\n**Forward-Looking\nStatements**\n\n \n\nThis\nCurrent Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements\ninclude, but are not limited to, statements regarding the Company’s potential acquisition of Vision Aerial; negotiations regarding\ndefinitive transaction documents; completion of due diligence; the potential execution of definitive agreements; potential financing\ntransactions; anticipated use of proceeds; the anticipated filing of a resale registration statement; the anticipated timing and effectiveness\nof any registration statement; the anticipated stockholder meeting; anticipated proxy proposals; potential issuances of securities; potential\namendments to the Company’s certificate of incorporation and equity incentive plan; the potential impact of stockholder approvals\nor failure to obtain stockholder approvals; the expected impact of litigation settlements and debt reduction; and the Company’s\nexpectations, plans and objectives.\n\n \n\n \n\n \n\n \n\nForward-looking\nstatements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results\nto differ materially from those expressed or implied by such statements. These risks and uncertainties include, among others, risks related\nto the Company’s ability to negotiate and enter into definitive agreements with Vision Aerial; complete due diligence; obtain required\napprovals; satisfy closing conditions; obtain financing; raise additional capital on acceptable terms or at all; file and obtain effectiveness\nof a registration statement; obtain stockholder approval of the anticipated proxy proposals; complete future acquisitions or financing\ntransactions; integrate any acquired business; realize expected benefits from any transaction; manage litigation, liabilities, liquidity\nand working capital requirements; comply with applicable Nasdaq listing requirements; and maintain adequate internal and external resources\nto execute its business plan.\n\n \n\nAdditional\nrisks and uncertainties are described in the Company’s filings with the Securities and Exchange Commission (“SEC”),\nincluding the Company’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other reports filed with the\nSecurities and Exchange Commission.\n\n \n\nForward-looking\nstatements speak only as of the date of this Current Report on Form 8-K. The Company undertakes no obligation to update any forward-looking\nstatements, except as required by law.\n\n \n\n**Important\nInformation**\n\n** **\n\nThe\nCompany plans to file with the SEC and furnish to its stockholders a definitive proxy statement and an accompanying proxy card in connection\nwith the solicitation of proxies for the stockholder meeting discussed above (the “Special Meeting”). BEFORE MAKING ANY VOTING\nDECISION, STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND\nIN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders will be able to obtain, free\nof charge, copies of the definitive proxy statement, any amendments or supplements to the proxy statement, and other relevant documents\nfiled by the Company with the SEC at the SEC’s website at www.sec.gov. In addition, copies of the proxy statement and other relevant\ndocuments filed by the Company with the SEC may be obtained, free of charge from Mobix Labs’ investor relations website.\n\n \n\n**Participants\nin the Solicitation**\n\n** **\n\nThe\nCompany, its directors, and certain of its executive officers may be deemed to be participants in the solicitation of proxies from stockholders\nin connection with the Special Meeting. Information regarding the names, affiliations, and interests of these individuals will be set\nforth in the definitive proxy statement for the Special Meeting. Stockholders can find more information about the Company’s directors\nand executive officers in the Company’s annual report on Form 10-K and its most recent proxy statement filed with the SEC on March\n6, 2026.\n\n \n\n \n\n \n\n \n\n**SIGNATURES**\n\n \n\nPursuant\nto the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by\nthe undersigned hereunto duly authorized.\n\n \n\n \n**Mobix\nLabs, Inc.**\n\n \n \n\nDated:\nJune 9, 2026\n*/s/\nKeyvan Samini*\n\n \nKeyvan\nSamini\n\n \nPresident\nand Chief Financial Officer"}