Mobix Labs: securities offering (amended)

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As filed with the Securities and Exchange Commission on August 12, 26, 2024

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SUBJECT TO COMPLETION, DATED AUGUST 12, 26, 2024

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The Selling Stockholders may sell or otherwise dispose of the Class A Common Stock covered by this prospectus in a number of different ways and at varying prices. We provide more information about how the Selling Stockholders may sell or otherwise dispose of the Class A Common Stock covered by this prospectus in the section entitled "Plan of Distribution" on page 105. 104. Discounts, concessions, commissions and similar selling expenses attributable to the sale of Class A Common Stock covered by this prospectus will be borne by the Selling Stockholders. We will pay all expenses (other than discounts, concessions, commissions and similar selling expenses) relating to the registration of the Class A Common Stock with the Securities and Exchange Commission (the "SEC").

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The shares of Class A Common Stock are listed on the Nasdaq Stock Market LLC ("Nasdaq") and our public warrants (the "Public Warrants") are listed on the Nasdaq under the symbols "MOBX" and "MOBXW," respectively. On August 9, 23, 2024, the last sale price of the Class A Common Stock as reported on the Nasdaq was $1.06 per share and the last sale price of the Public Warrants as reported on the Nasdaq was $0.17 $0.16 per Public Warrant.

The shares being offered for resale in this prospectus represent a substantial percentage of the total outstanding shares of our Class A Common Stock as of August 7, 22, 2024. Assuming the issuance of all of the shares being registered for resale pursuant to this prospectus to the Selling Stockholders under the July 2024 Purchase Agreement, the shares would represent approximately 24% of the outstanding Class A Common Stock as of August 7, 22, 2024. The sale of the shares, or the perception that these sales could occur, pursuant to this prospectus, could result in a significant decline in the public trading price of our Class A Common Stock. In addition to the Selling Stockholders, certain other stockholders (the "Additional Sellers") may resell a substantial number of our securities (the "Additional Securities") pursuant to separate resale prospectuses (collectively, the "Additional Prospectuses"). The sale of the shares offered hereby together with the sale of the Additional Securities held by the Additional Sellers, or the perception that these sales could occur, could depress the market price of our securities.

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Summary of the prospectus 2 changes

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Since the Merger, the amount of shares of Class A Common Stock outstanding increased to approximately 28.3 million shares as of August 7, 22, 2024. Additional shares of our Class A Common Stock may become outstanding in the future as a result of any issuance of the 3.5 million earnout shares (the "Earnout Shares") issuable to certain Legacy Mobix stockholders and option holders based on the achievement of trading price targets during the seven -year period (the "Earnout Period"), any issuance of up to 1,052,030 shares of Class A Common Stock issuable to certain investors if the volume weighted average price of the Class A Common Stock is below $10 for the thirty -day period beginning on August 1, 2024 (the "Make -Whole Shares"), the exercise of warrants, any issuance upon the exercise of options or the vesting of restricted stock units or pursuant to the 2023 Equity Incentive Plan or the 2023 Employee Stock Purchase Plan. The issuance and sale of any such shares, including sales pursuant to the July 2024 Purchase Agreement to which this prospectus relates in the public market could adversely impact the market price of our Class A Common Stock even if the business is doing well.

The shares being offered for resale in this prospectus represent a substantial percentage of the total outstanding shares of our Class A Common Stock as of August 7, 22, 2024. Assuming the issuance of all of the shares being registered for resale pursuant to this prospectus to the Selling Stockholders under the July 2024 Purchase Agreement, the shares would represent approximately 24% of the outstanding Class A Common Stock as of August 7, 22, 2024. The sale of the shares, or the perception that these sales could occur, pursuant to this prospectus, could result in a significant decline in the public trading price of our Class A Common Stock. In addition to the Selling Stockholders, subject to the expiration of a lock -up period applicable to certain shares held by the Additional Sellers, the Additional Sellers may resell up to 38,405,953 Additional Securities pursuant to the Additional Prospectuses. The Additional Securities being offered in the Additional Prospectuses represent approximately 136% of our outstanding shares of Class A Common Stock as of August 7, 22, 2024. The sale of the shares offered hereby together with the sale of the Additional Securities held by the Additional Sellers, or the perception that these sales could occur, could depress the market price of our securities. So long as the registration statement of which this prospectus forms a part remains effective and usable, the Selling Stockholders will be able to sell some or all of such shares pursuant to this prospectus at the same time as the Additional Sellers are able to sell the Additional Securities pursuant to the Additional Prospectuses, subject to the expiration of a lock -up period applicable to certain shares held by the Additional Sellers.

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The offering 3 changes

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28,334,303 shares (as of August 7, 22, 2024).

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2,254,901 shares (as of August 7, 22, 2024).

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The number of shares of Class A Common Stock outstanding is based on 28,334,303 shares of Class A Common Stock as of August 7, 22, 2024 and excludes (i) the 8,834,533 shares of Class A Common Stock offered by the Selling Stockholders that are issuable upon exercise of the Warrants and (ii) the following, in each case as of August 7, 22, 2024, except as otherwise noted:

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Risk factors 12 changes

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Since inception, we have incurred operating losses and negative cash flows, primarily due to our ongoing investment in product development. For the fiscal years ended September 30, 2023, and 2022, we incurred losses from operations of $35.5 million and $23.7 million, respectively. For the six nine months ended March 31, June 30, 2024 and 2023, we incurred losses from operations of $25.8 $35.2 million and $21.1 $30.8 million, respectively. As of March 31, June 30, 2024, we had an accumulated deficit of $85.8 $92.9 million. Since then, we have continued to incur losses from operations, and we expect this trend to persist, along with negative cash flows from operations, for the foreseeable future.

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These material weaknesses resulted in adjustments related 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, and related accounts to these adjustments, as well as the purchase price allocation for the business combination, in the annual audited financial statements as of and for the years ended September 30, 2022 and 2021 and adjustments related to stock -based compensation expense and accrued expenses and other current liabilities in the interim financial statements as of and for the three -months ended December 31, 2023, and adjustments related to the PIPE make -whole liability and the purchase price allocation for our business combination as of and for the three months and nine months ended June 30, 2024.

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We have begun implementation of a plan to remediate the material weaknesses, described above. which will result in significant future costs for the Company. Those remediation measures will include (i) hiring additional accounting and IT personnel to bolster its technical reporting, transactional 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 its 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 the 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.

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This prospectus relates to the offer and sale from time to time by the Selling Stockholders of up to 8,834,533 shares of Class A Common Stock issuable upon exercise of the Warrants issued in connection with the July 2024 Private Placement. Assuming the issuance of all of the shares being registered for resale pursuant to this prospectus to the Selling Stockholders under the July 2024 Purchase Agreement, the shares would represent approximately 24% of the outstanding Class A Common Stock as of August 7, 22, 2024.

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We have also filed the B. Riley Prospectus that relates to the offer and sale from time to time by B. Riley of up to 9,500,000 shares of Class A Common Stock, which we may elect in our sole discretion to issue and sell to B. Riley under the Purchase Agreement from time to time. Assuming the issuance of all of the shares being registered for resale pursuant to the B. Riley Prospectus, the securities would represent approximately 25.11% of the outstanding shares of Class A Common Stock as of August 7, 22, 2024.

As of the date of this prospectus, the price at which our shares of Class A Common Stock trades is lower than the initial trading price of the shares sold pursuant to the Chavant IPO. Despite the differences in the trading price of our securities and the initial trading price of the securities of Chavant, certain of the Selling Securityholders may be incentivized to sell their shares because they may experience a positive rate of return on the securities that they purchased due to the differences in the purchase prices described in the preceding paragraph and the public trading price of our securities. Based on the closing price of our shares of Class A Common Stock of $1.00 as of August 7, 22, 2024, upon the sale of our shares of Class A Common Stock, the Selling Securityholders, who obtained their offered securities at prices or values below the current market price, may experience a potential profit as follows: (i) the PIPE Investors and members of the Sponsor with respect to the sale of Sponsor PIPE Shares may experience a potential loss of up to $9.00 per share (based on the weighted average price at which the PIPE Shares were purchased), however they would receive a potential profit of up to $1.00 upon the sale of any Make -Whole Shares they receive, (ii) the members of the Sponsor and other holders of Founder Shares may experience a potential profit of up to $1.00 per share, (iii) the Legacy Mobix holders may receive a potential profit of up to $1.00 upon the sale of Equity Award Shares with respect to Equity Awards (less the applicable exercise price of between $0.17 to $6.84 per share), (iv) holders of Legacy Warrant Shares would receive a potential profit of up to $0.99, and (v) the Representatives would receive a potential loss of up to $5.09 per share upon the sale of the Advisor Shares. Based on the closing price of the Public Warrants of $0.199 as of August 7, 22, 2024, upon the sale of the Private Placement Warrants, the members of the Sponsor may experience a potential loss of up to $5.59 per Private Placement Warrant. Other holders, including those that purchased securities in the Chavant IPO, may not experience a similar rate of return on the securities they purchased due to differences in the prices or values at which the Selling Stockholders described above were issued the securities they hold and the current trading price of the Class A Common Stock and the Public Warrants.

The shares of Class A Common Stock being offered for resale in this prospectus and the Additional Securities being offered for resale in the Additional Prospectuses represent approximately 167% of the total outstanding shares of our Class A Common Stock, a substantial percentage of the total outstanding shares of our shares of Class A Common Stock, as of August 7, 22, 2024.

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Furthermore, notwithstanding the Beneficial Ownership Limitation pursuant to the July 2024 Purchase, so long as the registration statement of which this prospectus forms a part remains effective and usable, the Selling Stockholders may exercise the Pre -Funded Warrant and the PIPE Common Warrants from time to time, which represent approximately 24% of our currently outstanding shares of Class A Common Stock as of August 7, 22, 2024, and may continuously resell some of all of the shares to the public market at any time and as needed to not exceed the Beneficial Ownership Limitation.

In addition to this prospectus, pursuant to the Amended and Restated Registration Rights and Lock -Up Agreement and other subscription agreements entered into in connection with the Closing, we filed a registration statement of which the Additional Prospectus Prospectuses forms a part with the SEC to register for resale 19,905,953 shares of Class A Common Stock held by the Additional Sellers, including shares issued, or issuable, to the Representatives and their designees, certain equityholders of Chavant (collectively with the Sponsor and its members, the "Founder Equityholders") and certain equityholders of Mobix Labs (the "Legacy Mobix Holders" and, together with the Founder Equityholders and certain other holders, the "Holders"). Prior to the expiration or termination of the applicable provisions of the Amended and Restated Registration Rights and Lock -Up Agreement, the 12,141,466 Founder Shares and "Legacy Mobix Lock -up Shares" (as defined in the Amended and Restated Registration Rights and Lock -Up Agreement and, together with the Founder Shares, the "Lock -Up Shares") will be restricted from resale, which may reduce the public "float" of our Class A Common Stock, possibly making it difficult to maintain or obtain the quotation, listing or trading of our Class A Common Stock on a national securities exchange, and possibly having the effect of reducing the trading market for shares of our Class A Common Stock, which could adversely affect the price of shares of our Class A Common Stock.

At any time after the expiration of a lock -up period applicable to the Lock -Up Shares, the Additional Sellers, who beneficially own approximately 136% of our current outstanding Class A Common Stock as of August 7, 22, 2024, will be able to sell some or all of such Lock -Up Shares pursuant to the Additional Prospectuses and at the same time as the Selling Stockholders are reselling shares pursuant to this prospectus.

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Moreover, continuous sales of a substantial number of our shares of Class A Common Stock in the public market pursuant to both the Additional Prospectuses and this prospectus (which equals approximately 167% of the total outstanding shares of our Class A Common Stock as of August 7, 22, 2024, calculated as 8,834,533 shares of Class A Common Stock potentially issuable to the Selling Stockholders plus the Additional Securities being offered by the Additional Sellers, divided by 28,334,303 currently outstanding shares of Class A Common Stock), or the perception that these sales might occur, could depress the market price of our securities. The frequency of such sales could cause the market price of our securities to decline or increase the volatility in the market price of our securities.

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As of August 7, 22, 2024, we have warrants outstanding, which are exercisable to purchase an aggregate of 21,196,528 shares of Class A Common Stock for prices ranging from $0.01 to $5.79 per share (subject to adjustments as set forth in the applicable warrants). To the extent such warrants are exercised, additional shares of Class A Common Stock will be issued, which will result in dilution to the holders of Class A Common Stock and will increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market or the fact that such warrants may be exercised could adversely affect the market price of Class A Common Stock. However, when the market price for our Class A Common Stock is less than $5.79 (i.e., when the Public Warrants and Private Placement Warrants are "out of the money"), which it is at the time of this prospectus, we believe that warrant holders will be unlikely to exercise their Public Warrants and Private Placement Warrants.

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Market price of the class a common stock and dividends 2 changes

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On August 9, 23, 2024, the last sale price of the Class A Common Stock and the Public Warrants as reported on Nasdaq were $1.06 per share and $0.17 $0.16 per warrant, respectively.

As of August 7, 22, 2024, there were 28,334,303 shares of Class A Common Stock outstanding held of record by 275 holders, 2,254,901 shares of Class B Common Stock outstanding held of record by 7 holders and Public Warrants to purchase 6,000,000 shares of Class A Common Stock outstanding held of record by 1 holder. The number of record holders does not include The Depository Trust Company participants or beneficial owners holding shares or Public Warrants through banks, brokers, other financial institutions or other nominees.

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Unaudited pro forma condensed combined financial statements 7 changes

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The unaudited pro forma condensed combined statements of operations for the six nine months ended March 31, June 30, 2024 and the year ended September 30, 2023 present the consolidated results of operations of Mobix Labs after giving pro forma effect to Mobix Labs' acquisition (the "Acquisition") of EMI Solutions, which Mobix Labs completed on December 18, 2023, as if the Acquisition had occurred on October 1, 2022. The unaudited pro forma condensed combined statements of operations have been prepared in accordance with Article 11 of Regulation S -X as amended by the final rule, Release 33 -10786 "Amendments to Financial Disclosures about Acquired and Disposed Businesses." No unaudited pro forma condensed combined balance sheet is presented because Mobix Labs' historical unaudited condensed consolidated balance sheet of as of March 31, June 30, 2024 reflects the acquisition of EMI Solutions. The unaudited pro forma condensed combined financial information does not give effect to the Committed Equity Facility with B. Riley Principal Capital II executed on March 18, 2024 or the Private Placement consummated on July 24, 2024. The July Private Placement prohibits Mobix Labs from selling shares of Class A Common Stock in variable rate transactions, which includes sales pursuant to the B. Riley Purchase Agreement, until the one -year anniversary of the date the registration statement of which this prospectus forms a part is effective.

The historical financial information of Mobix Labs was derived from its audited financial statements as of and for the years ended September 30, 2023 and 2022, and Mobix Labs' unaudited condensed consolidated financial statements as of and for the six nine months ended March 31, June 30, 2024 included elsewhere in this prospectus. The historical financial information of EMI Solutions was derived from the historical audited financial statements of EMI Solutions as of and for the years ended June 30, 2023 and 2022, which are included elsewhere in this prospectus and from unaudited financial statements of EMI Solutions for the period from October 1, 2023 to December 18, 2023 not included herein. This information should be read together with Mobix Labs' and EMI Solutions' historical financial statements, the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations," and other financial information included in this prospectus.

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For the Six Months Ended March 31, 2024

For the Nine Months Ended June 30, 2024

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Mobix Labs' historical unaudited condensed consolidated financial statements as of and for the six nine months ended March 31, June 30, 2024 include the results of operations of EMI Solutions for the period from December 19, 2023 to March 31, June 30, 2024. The unaudited pro forma condensed combined statement of operations for the six nine months ended March 31, June 30, 2024 combines the historical unaudited condensed consolidated statement of operations of Mobix Labs for the six nine months ended March 31, June 30, 2024 with the historical unaudited statement of operations of EMI Solutions for the period from October 1, 2023 to December 18, 2023.

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The adjustments made in preparing the unaudited pro forma condensed combined statements of operations for the six nine months ended March 31, June 30, 2024 are as follows:

A. To record incremental reduce amortization expense of $12 by $63 relating to the identified intangible assets recognized in connection with the Acquisition. The intangible assets consist of customer relationships, backlog and trade names having an aggregate fair value of $6,500 as of the date of the Acquisition. The intangible assets are being amortized over their estimated useful lives, ranging from one year to fifteen years. The reduction in the amount of pro forma amortization expense arises because amortization of the backlog intangible asset is entirely recognized in the year ended September 30, 2023 in the pro forma condensed combined statements of operations.

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MD&A 56 changes

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Based in Irvine, California, we are a fabless semiconductor company developing disruptive wireless mmWave 5G and C -Band wireless solutions and delivering connectivity and electromagnetic filtering products for next generation communications systems supporting the aerospace, military, defense, medical and other markets requiring HiRel and HiRel products. 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 mmWave 5G integrated circuits currently in development are designed to deliver significant advantages in performance, efficiency, size, and cost. Our True Xero AOCs, which have been in production for several years and were acquired in the Cosemi acquisition, are designed to meet customer needs for high -quality active optical cable solutions at an affordable price. Our interconnect products, which were acquired in the EMI Solutions acquisition, are designed for, and are currently used in aerospace, military, defense and medical applications. Our wireless systems solutions, which were we acquired in the acquisition of RaGE Systems, Inc., include products for 5G communications, mmWave imaging, and software defined radio targeting the commercial, industrial, and defense and aerospace sectors. 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.

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Aggregate consideration for the acquisition was $12,000, consisting 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, of which $200 was payable on the closing date; $1,000 will be payable on November 15, 2024 and $800 will be payable on April 15, 2025. We also entered into employment agreements with each of the RaGE Systems stockholders. Pursuant to The RaGE Business Combination Agreement, the RaGE Systems stockholders will also be entitled to receive the RaGE possible earn -out 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.

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To address our capital limitations and focus our use of cash on the completion of the Merger, which closed on December 21, 2023, and our acquisition of EMI Solutions, which closed on December 18, 2023, we reduced our headcount and temporarily furloughed approximately half of our employees on an unpaid basis since the beginning of the fourth quarter of fiscal year 2023. We also reduced our use of outside services and other costs and deferred discretionary expenditures. As a result of these actions, we reduced our operating expenses — mainly in research and development — for the three months and six nine months ended March 31, June 30, 2024 compared to the comparable fiscal 2023 periods. In January 2024, we permanently reduced our headcount by approximately 35%, consisting of employees previously placed on temporary furlough.

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During the six nine months ended March 31, June 30, 2024, we had additional financing activity, principally consisting of the issuance of promissory notes, convertible notes and Legacy Mobix common stock. See "Liquidity and Capital Resources," below, and our unaudited condensed consolidated financial statements for further details.

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Comparison of the Three and Six Months Ended March 31, 2024 and March 31, 2023 (dollars in thousands) Three months ended March 31, Change 2024 2023 $ % Net revenue Product sales $ 1,145 $ 1,113 3,478 % Costs and expenses Cost of revenue % Research and development 1,397 2,633 (1,236 ) (47 )% Selling, general and administrative 7,358 9,029 (1,671 ) (19 )% Loss from operations (8,562 ) (11,839 ) 3,277 (28 )% Interest expense (546 ) (69 )% Change in fair value of earnout liability (5,174 ) — (5,174 ) nm Change in fair value of PIPE make-whole liability (3,336 ) — (3,336 ) nm Change in fair value of private warrants — nm Change in fair value of SAFEs — (508 ) (100 )% Other non-operating losses, net 1,049 — 1,049 nm Loss before income taxes (1,769 ) (13,141 ) 11,372 (87 )% Provision for income taxes (16 ) (17 ) Nm Net loss and comprehensive loss $ (1,753 ) $ (13,142 ) $ 11,389 (87 )% ____________ "nm" indicates amount is not meaningful.

Comparison of the Three Months and Nine Months Ended June 30, 2024 and June 30, 2023 (dollars in thousands) Three months ended June 30, Change 2024 2023 $ % Net revenue $ 2,058 $ 1,978 2,473 % Costs and expenses Cost of revenue 1,327 1,042 % Research and development 1,369 3,159 (1,790 ) (57 )% Selling, general and administrative 8,710 6,375 2,335 % Loss from operations (9,348 ) (9,739 ) (4 )% Interest expense (182 ) (59 )% Change in fair value of earnout liability (661 ) — (661 ) Nm Change in fair value of PIPE make-whole liability — Nm Change in fair value of private warrants (68 ) — (68 ) Nm Change in fair value of SAFEs — (30 ) (100 )% Other non-operating losses, net — Nm Loss before income taxes (9,184 ) (10,018 ) (8 )% Income tax benefit (1,505 ) (14 ) (1,491 ) Nm Net loss and comprehensive loss $ (7,679 ) $ (10,004 ) $ 2,325 (23 )% ____________ "nm" indicates amount is not meaningful.

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Provision (benefit) for income taxes

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Our revenues fluctuate based on a variety of factors, including the timing of the receipt of orders from our customers, product mix, competitor price offerings, global economic conditions, and other factors.

For the six months ended March 31, 2024 our net revenues were $1,430 compared to $711 for the six months ended March 31, 2023, an increase of $719 or 101%. The change principally reflects the addition of $997 in sales of EMI filtering products, which we acquired in our acquisition of EMI Solutions. The increase in net revenues from our EMI filtering products was partly offset by a $278 decrease in sales of our AOCs, driven by reduced demand from our largest customer during the six months ended March 31, 2024.

Cost of revenue was $1,281 for the six months ended March 31, 2024 compared to $903 for the six months ended March 31, 2023, an increase of $378 or 42%. The change principally reflects the increase in sales of our EMI filtering products as discussed above, partly offset by lower cost of revenue for AOCs, consistent with the lower sales volume for those products.

We derive our net revenues 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 three months and six nine months ended March 31, June 30, 2024 and 2023). Sales and other taxes we collect, if any, are excluded from net revenue. Our net revenue fluctuates based on a variety of factors, including the timing of the receipt of orders from our customers, product mix, competitor price offerings, global economic conditions, and other factors.

Our net revenues were $1,145 revenue was $2,058 for the three months ended March 31, June 30, 2024 compared to $32 $80 for the three months ended March 31, June 30, 2023, an increase of $1,113. $1,978. The increase principally reflects the addition of $929 in sales of EMI filtering our interconnect products, which we acquired in our December 18, 2023 acquisition of EMI Solutions, and wireless systems solutions, which we acquired in our May 2024 acquisition of RaGE Systems. The increase also includes a $184 increase in higher sales of AOCs, which reflects the comparison against the quarter ended March 31, June 30, 2023, where our sales of AOCs were adversely affected by supply chain constraints that limited our ability to fulfill customer orders.

For the nine months ended June 30, 2024 our net revenue was $3,488 compared to $791 for the nine months ended June 30, 2023, an increase of $2,697 or 341%. The increase principally reflects the addition of sales of interconnect products, which we acquired in our December 2023 acquisition of EMI Solutions, and wireless systems solutions, which we acquired in our May 2024 acquisition of RaGE Systems.

Cost of revenue includes costs of materials, 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 revenue also includes employee compensation and benefits (including stock -based compensation) of employees engaged in the engineering services or the sourcing of products, facility costs and depreciation.

Cost of revenue was $952 $1,327 for the three months ended March 31, June 30, 2024 compared to $209 $285 for the three months ended March 31, June 30, 2023, an increase of $743 $1,042 or 356%. 366%. The change principally reflects the increase in addition of sales of our EMI filtering interconnect products and wireless systems solutions as discussed above, as well as higher sales volume in our AOCs.

Cost of revenue was $2,608 for the nine months ended June 30, 2024 compared to $1,188 for the nine months ended June 30, 2023, an increase of $1,420 or 120%. The change principally reflects the addition of sales of our interconnect products and wireless systems solutions as discussed above.

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Research and development expenses were $2,959 $1,369 for the six three months ended March 31, June 30, 2024 compared to $6,050 $3,159 for the six three months ended March 31, June 30, 2023, a decrease of $3,091 $1,790 or 51%. 57%. The decrease principally reflects lower employee compensation and benefits, lower costs for outside services and lower stock -based compensation expense resulting from the cost reduction actions we initiated during the fourth quarter of our fiscal year ended September 30, 2023. These decreases were partly offset by the addition of research and development expenses of the businesses we acquired during fiscal year 2024.

Research and development expenses were $1,397 $4,328 for the three nine months ended March 31, June 30, 2024 compared to $2,633 $9,209 for the three nine months ended March 31, June 30, 2023, a decrease of $1,236 $4,881 or 47%. 53%. The decrease principally reflects lower employee compensation and benefits, lower costs for outside services and lower stock -based compensation expense resulting from the cost reduction actions we initiated during the fourth quarter of our fiscal year ended September 30, 2023. These decreases were partly offset by the addition of research and development expenses of the businesses we acquired during fiscal year 2024.

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Selling, general and administrative expenses were $7,358 for the three months ended March 31, 2024 compared to $9,029 for the three months ended March 31, 2023, a decrease of $1,671 or 19%. The decrease principally reflects a $4,059 decrease in stock -based compensation expense, which was largely offset by increased employee compensation and benefits, the addition of selling, general and administrative costs resulting from our acquisition of EMI Solutions, and increased insurance costs.

Selling, general and administrative expenses were $8,710 for the three months ended June 30, 2024 compared to $6,375 for the three months ended June 30, 2023, an increase of $2,335 or 37%. The increase principally reflects higher costs for outside services, the addition of selling, general and administrative expenses of the businesses we acquired during fiscal 2024, higher costs of insurance as a publicly traded company and an $897 charge for estimated amounts payable under the RaGE Earn -out in connection with our acquisition of RaGE Systems. These increases were partly offset by lower employee compensation and benefits and lower stock -based compensation expense.

Selling, general and administrative expenses were $23,021 $31,731 for the six nine months ended March 31, June 30, 2024 compared to $14,823 $21,198 for the six nine months ended March 31, June 30, 2023, an increase of $8,198 $10,533 or 55%. 50%. The increase principally reflects a $4,842 increase in higher stock -based compensation expense and increased costs for outside services and higher employee compensation and benefits. insurance. The increase also reflects the addition of selling, general and administrative costs resulting from expenses of the businesses we acquired during fiscal 2024 and an $897 charge for estimated amounts payable under the RaGE Earn -out in connection with our acquisition of EMI Solutions and increased insurance costs. RaGE Systems. The increase in stock -based compensation expense principally related to certain awards whose vesting is contingent on both the completion of the Merger and the satisfaction of a service condition. Prior to the Merger, we did not recognize any expense for these awards because completion of the Merger and vesting of the awards was not probable. Upon completion of the Merger, we concluded that the vesting of these awards was probable, and we recognized stock -based compensation expense of $14,088 $17,361 for the portion of the service period that had elapsed from the date of the awards through March 31, June 30, 2024. This charge was partly offset by a $2,242 reduction of stock -based compensation expense we recognized in connection with the modification of a portion of these RSUs in connection with a separation of employment. We expect to recognize the remaining $33,414 $30,141 cost of these awards ratably over the period through their vesting dates, which extend to December 2027.

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Interest expense was $1,105 for the six months ended March 31, 2024 compared to $877 for the six months ended March 31, 2023, an increase of $228 or 26%. The increase principally reflects higher costs in the six months ended March 31, 2024 for the value of warrants to purchase shares of our common stock that we issued in connection with borrowings.

Interest expense was $248 $127 for the three months ended March 31, June 30, 2024 compared to $794 $309 for the three months ended March 31, June 30, 2023, a decrease of $546 $182 or 69%. 59%. The decrease principally reflects higher costs in the three months ended March 31, June 30, 2023 for the value of warrants to purchase shares of our common stock that we issued in connection with borrowings.

Interest expense was $1,232 for the nine months ended June 30, 2024 compared to $1,186 for the nine months ended June 30, 2023, an increase of $46 or 4%.

1 unchanged paragraph

In 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 based on the achievement of trading price targets following the Closing over the a seven -year earnout period. 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 earn -out earnout liability to its estimated fair value at the end of each reporting period. Additional information relating to the earn -out earnout liability can be found in Note 3 of the notes to our unaudited condensed consolidated financial statements included herein.

We estimated the fair value of the earnout liability as of the Closing of the Merger at $33,559. As of March 31, June 30, 2024, 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 $3,621. $2,960. As a result of the decrease in the liability subsequent to the Closing, we recognized non -cash gains of $5,174 $661 and $29,938, $30,599, respectively, for the three months and six nine months ended March 31, June 30, 2024. The decrease in the estimated fair value of the earnout liability was principally due to the decrease in price of our Class A Common Stock between the Closing and March 31, June 30, 2024.

2 unchanged paragraphs

We estimated the fair value of the PIPE make -whole liability as of Closing of the Merger at $2,071. As of March 31, 2024, the PIPE make -whole liability had not been settled and we adjusted the carrying amount of the make -whole liability to its estimated fair value of $1,639. As a result of the decrease in the liability subsequent to the Closing, we recognized non -cash gains of $3,336 and $432, respectively, for the three months and six months ended March 31, 2024.

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 during a specified period is less than $10.00 per share. In such a case, we would be obligated to issue up to 1,052,030 additional shares of our Class A Common Stock. We account for the Make -Whole Shares as liability -classified instruments because the events that determine the number of Make -Whole Shares we will be obligated to issue are not solely indexed to our common stock and we remeasure the PIPE make -whole liability to its estimated fair value at the end of each reporting period. Additional information relating to the PIPE make -whole liability can be found in Note 3 of the notes to our unaudited condensed consolidated financial statements included in this prospectus. herein.

As of June 30, 2024, the PIPE make -whole liability had not been settled and we adjusted the carrying amount of the make -whole liability to its estimated fair value of $1,949. As a result of the changes in the estimated fair value of the liability subsequent to the Closing, we recognized a non -cash loss of $310 for the three months ended June 30, 2024 and a non -cash gain of $122 for the nine months ended June 30, 2024. Future fluctuations in the market price of our Class A Common Stock will increase or decrease the value of the PIPE make -whole 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 Private Placement Warrants

In connection with the Merger, we assumed 3,000,000 private Placement warrants (the "Private Warrants") originally issued by Chavant. Each warrant, as adjusted, entitles the holder to purchase one share of our Class A Common Stock at a price of $5.79 per share. The Private Placement Warrants are exercisable at any time commencing thirty days after the completion of the Merger and terminating five years after the completion of the Merger.

We concluded that the Private Placement Warrants do not meet the derivative scope exception because they contain provisions that affect the settlement amounts dependent upon the characteristics of the holder of the warrant, which is not an input into the pricing of a fixed -for-fixed option on equity shares. Therefore, the Private Placement Warrants are not considered indexed to our stock and must be classified as a liability. At the time of Closing, we estimated the aggregate fair value of the Private Placement Warrants and recognized a liability of $150. As of March 31, June 30, 2024, the Private Placement Warrants remained outstanding, and we adjusted the carrying amount of the liability to its estimated fair value of $630. This increase $562. As a result of the changes in the estimated fair value of the liability subsequent to the Closing, resulted in we recognized a non -cash losses gain of $420 and $480, respectively, $68 for the three months ended June 30, 2024 and six a non -cash loss of $412 for the nine months ended March 31, June 30, 2024. Future fluctuations in the market price of our Class A Common Stock and other factors may increase or decrease the value of the liability for the Private Placement 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.

2 unchanged paragraphs

For the three months ended March 31, June 30, 2024, we did not recognize any gain or loss from changes in the estimated fair value of the SAFEs because the SAFEs were no longer outstanding. For the three months ended March 31, June 30, 2023, the estimated fair value of the SAFEs increased decreased by $508, $30, and we recognized a $508 loss. $30 non -cash gain. For the six nine months ended March 31, June 30, 2024 and March 31, June 30, 2023, we recognized non -cash losses of $10 and $558, $528, respectively, resulting from the change increases in the fair value of the SAFEs. As of March 31 June 30 2024, no SAFEs remain outstanding.

1 unchanged paragraph

For the three months and six months ended March 31, June 30, 2024, other non -operating losses, net of $1,049 $128 principally consisted of commitment and other fees of $1,575 payable under the committed equity facility, partly offset by gains of $526 on the change an increase in the estimated fair value of liability -classified warrants to purchase shares of our Class A Common Stock issuable to a lender. We did not recognize any other non -operating losses, net The warrants were exercised during the three months period and six months ended March 31, 2023. as of June 30, 2024 no liability -classified warrants were outstanding.

For the nine months ended June 30, 2024, other non -operating losses, net of $1,177 consisted of commitment and other fees of $1,575 payable under the committed equity facility, partly offset by non -cash gains of $400 on the change in the estimated fair value of liability -classified warrants to purchase shares of our Class A Common Stock. We did not recognize any other non -operating losses, net during the three months and nine months ended June 30, 2023.

2 unchanged paragraphs

For the three months and six nine months ended March 31, June 30, 2024, we recognized an income tax benefit of $16 $1,505 and $1,296, $2,801, respectively. In connection with our December 2023 acquisition acquisitions of EMI Solutions and RaGE Systems, we recognized an additional deferred tax liability liabilities of $1,386 $3,078 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 six three months and nine months ended March 31, June 30, 2024 we recognized an income tax benefit benefits of $1,296 for the $1,507 and $2,803, respectively, principally resulting reduction from reductions of the valuation allowance previously recorded against our deferred tax assets.

For the three months and six nine months ended March 31, June 30, 2023, we did not recognize any tax benefit related to our pretax book losses of $13,141 $10,004 and $22,500, $32,536, respectively, because we did not expect that the deferred tax asset arising from our net operating losses would be realized in the future.

10 unchanged paragraphs

The following table summarizes our unaudited condensed consolidated cash flows for the six nine months ended March 31, June 30, 2024 and 2023:

7 unchanged paragraphs

For the six nine months ended March 31, June 30, 2024, net cash used in operating activities was $11,689, $14,767, which included the impact of our net loss of $818 $8,497 and net non -cash credits of $11,807, $9,347, partly offset by net decreases in working capital items of $936. $3,077. The net non -cash credits principally consisted of the $29,938 $30,599 gain on the change in fair value of the earnout liability a $432 gain on the change in the fair value of the PIPE make -whole liability and a deferred income tax benefit of $1,296, $2,803, partially offset by stock -based compensation expense of $14,146 $17,768 for stock options and restricted stock units, $4,009 of Merger related transaction costs expensed, $884 $1,474 of depreciation and amortization expense and $891 of expense for the issuance of warrants in connection with borrowings. and $866 of depreciation and amortization expense. The net working capital decrease principally consists of an increase in accounts payable, partly offset by increases in accounts receivable and inventory.

For the six nine months ended March 31, June 30, 2023, net cash used in operating activities was $8,710, $13,066, which included the impact of our net loss of $22,532, $32,536, partly offset by net non -cash charges of $11,512 $16,722 and net decreases in working capital items of $2,310. $2,748. The net non -cash charges principally consisted of the $9,635 $14,387 of stock -based compensation expense for stock options and restricted stock units, $644 $819 of expense for the issuance of warrants in connection with borrowings, a $558 $528 loss on the change in the fair value of the SAFEs and $646 $968 of depreciation and amortization expense. The net working capital decrease principally consists of an increase in accrued expenses.

1 unchanged paragraph

Net cash used in investing activities of $1,150 $1,108 for the six nine months ended March 31, June 30, 2024 principally consisted of payments or the acquisition EMI Solutions and RaGE, net of acquired cash and payments of $44 for the acquisition of property and equipment.

Net cash used in investing activities of $15 $608 for the six nine months ended March 31, June 30, 2023 consisted of payments for the acquisition of property and equipment.

1 unchanged paragraph

Net cash provided by financing activities for the six nine months ended March 31, June 30, 2024 of $15,743 $15,991 consisted of the $21,014 proceeds from the merger and PIPE, $3,286 $3,334 in proceeds from the issuance of common stock, and $446 $971 in proceeds from issuance of notes payable and convertible notes and proceeds of $226 from the exercise of stock options and warrants. These amounts were partially offset by the payment of merger -related transaction costs of $6,796 $6,946 and $2,207 $2,608 of principal payments on notes payable (including payments of $1,030 $1,298 on notes payable — related parties).

Net cash provided by financing activities for the six nine months ended March 31, June 30, 2023 of $8,547 $13,613 consisted of $6,897 $11,474 in proceeds from the issuance of common stock, $1,456 $2,299 in proceeds from the issuance of notes payable and convertible notes (including proceeds of $524 from notes payable — related parties) and $900 $908 in proceeds from the exercise of common stock warrants, partially offset by principal payments on notes payable of $456 $818 (including payments of $418 on notes payable — related parties) and the payment of merger -related transaction costs of $250.

16 unchanged paragraphs

As of March 31, June 30, 2024, our cash balance was $2,993 $205 compared to $89 at September 30, 2023. We had a working capital deficit of $13,579 $21,431 as of March 31, June 30, 2024 compared to a working capital deficit of $19,593 at September 30, 2023.

1 unchanged paragraph

In July 2024, we completed a private placement wherein we issued an unregistered pre -funded warrants warrant to purchase up to 2,877,698 unregistered shares of our Class A Common Stock and unregistered warrants to purchase an aggregate of 5,755,396 shares of our Class A Common Stock ("PIPE Common Warrants") to the purchaser. We received gross proceeds from the Private Placement of $4,000, before payment of fees and expenses to the placement agent of $405. For additional information, see " Private Placement, " above and the notes to our unaudited condensed consolidated financial statements included in this elsewhere in this prospectus.

1 unchanged paragraph

Our debt consists of notes payable with an aggregate amount of $400 $723 and 7% promissory notes — related parties with an aggregate principal amount of $2,763. $2,495. The notes payable mature at various dates through November 2024 and are unsecured. One of the notes requires weekly payments of $4; the remainder of the notes do not require any principal payments prior to maturity. The 7% promissory notes — related parties reached their maturity date of July 2023 and are currently due.

Our total liabilities as of March 31, June 30, 2024 were $25,344 $32,741 compared to $21,789 as of September 30, 2023. The increase in our total liabilities is principally due to the amounts we recognized for the earnout liability and the PIPE make -whole liability, which totaled $5,260 $4,909 as of March 31, June 30, 2024. The related agreements provide that the settlement of those liabilities is through the issuance of shares of our Class A Common Stock; we do not expect to make any cash payments in settlement of the earnout liability and the PIPE make -whole liability.

Other commitments include (i) non -cancelable operating leases for equipment, office facilities and other property containing future minimum lease payments totaling $1,861 $1,938 payable over the next four years, (ii) unconditional purchase commitments of $615 $246 for services which extend to various dates through September 30, 2024, (iii) unpaid commitment and other fees of $1,575 $1,555 payable in connection with the committed equity facility, and (iv) deferred purchase consideration of $1,045 $2,466 related to our acquisition on of EMI Solutions and RaGE Systems, payable at various dates through June 2025, and (iv) potential payments of up to $8,000 under the RaGE Earn -out , payable at various dates through March 2026, as described in the notes to the unaudited condensed consolidated financial statements.

We incurred a loss from operations of $25,831 $35,179 for the six nine months ended March 31, June 30, 2024, and we incurred losses from operations of $35,544 and $23,714 for the years ended September 30, 2023 and 2022, respectively. As of March 31, June 30, 2024, we had an accumulated deficit of $85,241. $92,920. 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 will need to raise additional debt or equity financing to fund our continuing operations, product development plans and capital 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 the next approximately ninety days.

While we will seek to raise additional capital, we cannot assure you that we will be able to obtain financing on acceptable terms, 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. The sale of a substantial percentage of the securities being offered pursuant to this prospectus, together with the sale of Purchase Shares being offered pursuant to the Additional Prospectus, or the perception that these sales could occur, may make it more difficult for us to issue additional equity financing on favorable terms, or at all. Any equity securities we issue may also provide for rights, preferences or privileges senior to those of holders of our Class A 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, recent and 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.

4 unchanged paragraphs

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

1 unchanged paragraph

The following table summarizes the assumptions used in estimating the fair value of the earn -out liability at the respective dates:

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

We estimate the fair value of the earn -out 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 earn -out earnout conditions. The following table summarizes the assumptions used in estimating the fair value of the earnout liability at the respective dates:

29 unchanged paragraphs

We did not record any impairment charges during the three months and six nine months ended March 31, June 30, 2024 and 2023. However, future cash flows may vary from what was expected, or assumptions and estimates we use in the fair value calculations may change, including those assumptions relating to the duration and severity of supply chain disruptions causing delays in shipments in our connectivity business, changes to backlog with our largest customer or other factors. 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.

5 unchanged paragraphs

Description of the securities 1 change

3 unchanged paragraphs

As of August 7, 22, 2024, there were 28,334,303 shares of Class A Common Stock outstanding, 2,254,901 shares of Class B Common Stock outstanding and no shares of Preferred Stock outstanding.

84 unchanged paragraphs

Principal stockholders 6 changes

4 unchanged paragraphs

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. In computing the number of shares of Class A Common Stock and Class B Common Stock beneficially owned by a person and the percentage ownership, we deemed outstanding shares of Class A Common Stock and Class B Common Stock subject to options and warrants held by that person that are currently exercisable or exercisable within 60 days of August 7, 22, 2024. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

2 unchanged paragraphs

The percentage ownership of Class A Common Stock and Class B Common Stock is based on 28,334,303 shares of Class A Common Stock and 2,254,901 shares of Class B Common Stock, respectively, outstanding as of August 7, 22, 2024.

10 unchanged paragraphs

(2) Includes 318,204 shares of Class A Common Stock and 125,000 shares of Class B Common Stock held of record by The Battaglia Trust. Fabian Battaglia is Trustee of The Battaglia Trust and may be deemed to have voting and investment power over securities held thereby. Includes options to purchase 323,529 shares of Class A Common Stock exercisable within 60 days of August 7, 22, 2024.

(3) Includes (i) 171,146 shares of Class A Common Stock and 125,000 shares of Class B Common Stock held of record by The KSSF Trust, dated November 27, 2012 (the "KSSF Trust"), (2) 73,529 shares of Class A Common Stock held of record by The KSLI Trust, dated December 7, 2012 (the "KSLI Trust"), (iii) 73,529 shares of Class A Common Stock held of record by The SSLI Trust dated December 7, 2012 ("SSLI Trust"). Keyvan Samini is Trustee of The KSSF Trust and The SSLI Trust, and may be deemed to have voting and investment power over securities held thereby. Keyvan Samini's spouse is the Trustee of The KSLI Trust and may be deemed to have voting and investment power over securities held thereby. Includes options to purchase 323,529 shares of Class A Common Stock exercisable within 60 days of August 7, 22, 2024.

(4) Includes options to purchase 36,850 shares of Class A Common Stock exercisable within 60 days of August 7, 22, 2024.

(5) Includes options to purchase 153,416 shares of Class A Common Stock exercisable within 60 days of August 7, 22, 2024.

17 unchanged paragraphs

Note 9: Debt 6 changes

4 unchanged paragraphs

During the six months ended March 31, 2024, the Company entered into two promissory notes payable having an aggregate principal amount of $ 250 with unrelated investors to meet its working capital needs. The notes bear interest at rates ranging from 6 % to 76 % per annum. One note having an original principal amount of $ 150 matures in November 2024, requires weekly principal payments of $ 4 and is guaranteed by an officer and director of the Company. The other note, having a principal amount of $ 100 , is unsecured, matured in January 2024 and was repaid by the Company in February 2024.

During the six months ended March 31, 2023, the Company entered into five promissory notes payable having an aggregate principal amount of $ 1,100 with unrelated investors to meet its working capital needs. The notes matured at various dates through March 2024. During the six months ended March 31, 2023, the Company repaid $ 350 under one of these notes. In connection with the issuance of the notes, the Company gave the purchasers warrants to purchase an aggregate of 35,464 shares of its common stock at an exercise price of $ 0.01 per share. One promissory note also provided that in the event the Company failed to pay the principal amount on the maturity date, the Company must issue the purchaser a warrant to purchase an additional 15,000 shares of its common stock for each seven -day period thereafter until such time as the principal is repaid in full. Through March 31, 2023, the Company had issued the purchaser additional warrants to purchase an aggregate of 165,000 shares of its common stock.

During the year ended September 30, 2023, the Company entered into eight promissory notes payable having an aggregate principal amount of $2,156 with unrelated investors to meet its working capital needs. Four notes bear interest at rates ranging from 6.0% to 8.0% per annum, while the remaining notes bear no interest. The notes mature at various dates from January 2023 to March 2024, are unsecured and do not require any principal payments prior to maturity.

In connection with the issuance of one each of the notes, the Company issued the purchaser a warrant purchasers warrants to purchase an aggregate of 47,020 239,464 shares of its common stock at $ 0.01 . exercise prices ranging from $0.01 to $3.00 per share. The warrant has a warrants have contractual term terms of one to twelve months and is are immediately exercisable. The Company evaluated the warrant additional warrants and determined that it they met all the requirements for equity classification under ASC 815. The Company accounted for each of the warrant warrants as a detachable warrant at its fair value, using the relative fair value method. The portion of the proceeds allocated to the warrant warrants of $ 79 $790 was recorded as an increase to additional paid -in capital and as a discount to notes payable on the condensed consolidated balance sheet. The Company is amortizing the discount over the term of the related note notes using the effective interest method. The Company valued each of the warrant warrants at the time of issuance using the Black -Scholes option pricing model with the following ranges of assumptions: expected volatility of 55.6 %; 52.7% to 54.1%; no expected dividend yield; risk -free interest rate of 5.3 %; 3.6% to 5.5%; and a contractual term of one to twelve months.

Two of the notes, having an aggregate principal amount of $825, also provide that in the event the Company fails to pay the principal amount on the respective maturity dates, the Company must issue the purchasers as additional consideration warrants to purchase additional shares of its common stock for each seven -day period thereafter until such time as the principal is repaid in full. Because the Company repaid the principal of both notes in full after their respective maturity dates, the Company was required to issue the purchasers additional warrants to purchase an aggregate of 385,000 shares of its common stock. The Company evaluated the additional warrants and determined that they met all the requirements for equity classification under ASC 815. The aggregate fair value of the additional warrants of $2,238 is included in interest expense in the statement of operations and comprehensive loss. The Company valued each of the warrants at the time of issuance using the Black -Scholes option pricing model with the following ranges of assumptions: expected volatility of 52.7% to 54.1%; no expected dividend yield; risk -free interest rate of 3.6% to 5.4%; and a contractual term of six to twelve months.

One note, issued in September 2023 and Another of the notes, having a an aggregate principal amount of $ 531 , provided $531, also provides that in the event the Company failed fails to pay the principal amount by its October 5, 2023 maturity date, the Company must issue the purchaser as additional consideration a warrant to purchase 28,000 shares of its common stock for the first calendar month, and warrants to purchase an additional 25,000 shares for each successive calendar month, during which the note remained remains unpaid. The Company did not repay the note by its maturity date and the Company is currently obligated to issue the purchaser warrants to purchase an aggregate of 103,000 shares of its common stock. The warrants are immediately exercisable and have an exercise price of $ 0.01 per share. In January 2024, the Company repaid this note in full. (formerly known as Mobix Labs, Inc.)

Note 14: Equity 14 changes

In connection with the Merger, the Company adopted its amended and restated certificate of incorporation and amended and restated bylaws. The amended and restated certificate of incorporation authorizes the issuance of preferred stock, Class A Common Stock and Class B Common Stock.

During the six months ended March 31, 2023, the Legacy Mobix sold 993,364 shares of its common stock at various dates in private placements for net proceeds of $ 6,795 .

Reserve for conversion of Class B Common Stock

Reserve for exercise of the Public Warrants and Private Warrants

Reserve for exercise of other common stock warrants outstanding or issuable 3,320,020 Shares issuable under PIPE make-whole provision 1,052,030 Reserve for earnout shares 3,500,000 Stock options and RSUs outstanding 8,601,088 Awards available for grant under 2023 Equity Incentive Plan 2,290,183 Awards available for grant under 2023 Employee Stock Purchase Plan 858,935 Common stock available for issuance 230,522,285 Preferred Stock In connection with the Merger, all outstanding shares of Legacy Mobix Founders Redeemable Convertible Preferred Stock and Series A Redeemable Convertible Preferred Stock were cancelled and converted into 2,254,901 shares of the Company's Class B Common Stock.

The Company is authorized to issue 285,000,000 57,400,000 shares of Class A common stock. and 5,000,000 shares of Class B The common stock is entitled to one vote per share. Holders of Class A and Class B common stock are each entitled to receive ratably any dividends or distributions as may be declared from time to time by the board of directors. Each class of Common stock is subordinate to the Company's Series A Redeemable Convertible Preferred Stock and pari passu with Founders Redeemable Convertible Preferred Stock with respect to rights upon liquidation of the Company. Neither class of The common stock is not redeemable at the option of the holders. The holders of Class A and Class B common stock are entitled to vote together as a single class, with each holder of outstanding shares of Class A Common Stock entitled to one vote for each share of Class A Common Stock and each holder of outstanding shares of Class B Common Stock entitled to ten votes for each share of Class B Common Stock. Holders of shares of Class B Common Stock may elect at any time to convert each outstanding share of Class B Common Stock into one share of Class A Common Stock. Shares of Class B Common Stock are also subject to automatic conversion into shares of Class A Common Stock upon the occurrence of certain events or, if not previously converted, upon the seventh anniversary of the Closing.

During the six months year ended March 31, 2024, Legacy Mobix September 30, 2023, the Company sold 482,171 1,958,312 shares of its common stock at various dates in private placements for net proceeds of $ 3,286 . $13,396. In connection with the issuance of these shares, Legacy Mobix the Company also granted one investor a warrant two investors warrants to purchase 27,413 an aggregate of 605,000 shares of the Company's common stock at a price of $ 0.01 $0.01 per share. The warrant is warrants are immediately exercisable and has a term of have terms ranging from one year. to two years. The Company determined the warrant warrants to be a freestanding free -standing equity instrument instruments with no subsequent remeasurement. The Company determined the amount recognized within additional paid -in capital by allocating the proceeds received among the shares of common stock and the warrant issued based on their relative fair values. During the year ended September 30, 2023, one of these investors exercised a warrant to purchase 560,000 shares of the Company's common stock, for proceeds of $6.

During the year ended September 30, 2022, the Company sold 1,460,644 shares of its common stock at various dates in private placements for net proceeds of $9,764. Also during the year ended September 30, 2022, the Company issued 1,266,892 shares of its common stock as consideration for the fiscal 2021 acquisition of certain assets of Cosemi Technologies, Inc. ("Cosemi").

The Company typically sells shares of its common stock to investors pursuant to a subscription agreement. In some cases, shares of common stock are issued before the cash investment is received. In such cases, the Company recognizes a receivable for issuance of common stock in the balance sheets. As of September 30, 2023 and 2022, the Company had receivables of $0 and $117, respectively, for the issuance of common stock to unaffiliated investors. The receivables for issuance of common stock as of September 30, 2022 were collected in October and November 2022, in each case prior to the issuance of the financial statements.

As of March 31, 2024, September 30, 2023, 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

Class A Common stock outstanding

Reserve for conversion of Founders Redeemable Convertible Preferred Stock 600,000 Reserve for conversion of Series A Redeemable Convertible Preferred Stock 2,000,000 Reserve for exercise of common stock warrants 700,388 Stock options and RSUs outstanding under equity incentive plans 6,115,178 Awards available for grant under equity incentive plans 12,068,156 Common stock available for issuance 19,224,103 MOBIX LABS OPERATIONS, INC.

(formerly known as Mobix Labs, Inc.)

Note 18: Subsequent Events (cont.) 17 changes

11 unchanged paragraphs

LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities Accounts payable $ 6,693 10,572 $ 8,995 Accrued expenses and other current liabilities 7,036 8,839 4,519 Deferred purchase consideration 2,466 — Notes payable 1,286 Notes payable – related parties 2,763 2,495 3,793 Simple agreements for future equity ("SAFEs") — 1,512 Operating lease liabilities, current Total current liabilities 18,027 25,501 20,423 Earnout liability 3,621 2,960 — PIPE make-whole liability 1,639 1,949 — Deferred tax liability Operating lease liabilities, noncurrent 1,109 1,139 1,280 Other noncurrent liabilities — Total liabilities 25,344 32,741 21,789 Commitments and contingencies (Note 14) Redeemable convertible preferred stock Founders Convertible Preferred Stock, $ 0.00001 par value, no shares authorized, issued or outstanding at March 31, June 30, 2024; 600,000 shares authorized, 588,235 shares issued and outstanding at September 30, 2023 — — Series A Convertible Preferred Stock, $ 0.00001 par value, no shares authorized, issued or outstanding at March 31, June 30, 2024; 2,000,000 shares authorized, 1,666,666 shares issued and outstanding at September 30, 2023; liquidation preference of $ 2,300 at September 30, 2023 — 2,300 MOBIX LABS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS — (Continued)

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

Stockholders' equity (deficit)

(unaudited, in thousands, except share and per share amounts) — (Continued) March 31, 2024 September 30, 2023 Stockholders' equity (deficit) Legacy Mobix common stock, $ 0.00001 par value, no shares authorized, issued or outstanding at March 31, June 30, 2024; 57,400,000 shares authorized, 16,692,175 issued and outstanding at September 30, 2023 — — Class A common stock, $ 0.00001 par value, 285,000,000 shares authorized; 23,600,558 28,326,474 and no shares issued and outstanding at March 31, June 30, 2024 and September 30, 2023, respectively — — Class B common stock, $ 0.00001 par value, 5,000,000 shares authorized; 2,254,901 and no shares issued and outstanding at March 31, June 30, 2024 and September 30, 2023, respectively — — Additional paid-in capital 89,394 101,456 78,421 Accumulated deficit ( 85,241 92,920 ) ( 83,762 ) Total stockholders' equity (deficit) 4,153 8,536 ( 5,341 ) Total liabilities, redeemable convertible preferred stock and stockholders' equity (deficit) $ 29,497 41,277 $ 18,748 See accompanying notes to condensed consolidated financial statements.

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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 — — — — — — — — — — — — — Stock-based compensation — — — — — — — — — — — — 12,705 — 12,705 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 — — — — — — — — — — — — — Balance at December 31, 2023 — $ — — $ — — $ — — $ — 23,544,492 $ — 2,254,901 $ — $ 87,193 $ ( 82,827 ) $ 4,366 Stock-based compensation Reverse recapitalization transactions, net (Note 3) — — — — — — — — — — — — 1,441 1,441 Reverse recapitalization transactions, net (Note 3) — Issuance of common stock upon exercise of stock options — — — — — — — — 29,880 — — — — — — Issuance of common stock upon exercise vesting of stock options RSUs — — — — — — — — 29,880 26,186 — — — — — — Deemed dividend from warrant price adjustment — — — — — — — — — — — — ( 661 ) — MOBIX LABS, INC.

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CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT)

CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) — (Continued) (unaudited, in thousands, except share and per share amounts) — (Continued) 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 Capital Accumulated Deficit Total Stock - holders' Stockholders' Equity (Deficit) Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Issuance of common stock upon vesting of RSUs — — — — — — — — 26,186 — — — — — — Deemed dividend from warrant price adjustment — — — Stock-based compensation — — — — — — — — — — 661 — — 1,441 1,441 Net loss — — — — — — — — — — — — — ( 1,753 ) ( 1,753 ) Balance at March 31, 2024 — $ — — $ — — $ — — $ — 23,600,558 $ — 2,254,901 $ — $ 89,394 $ ( 85,241 ) $ 4,153 Balance at September 30, 2022 588,235 $ Issuance of common stock — 1,666,666 $ 2,300 — $ — 11,868,397 $ — — $ — — $ — $ 34,722 $ 57,894 — 44,141 — $ — 9,419 — Issuance of common stock for acquisition of RaGE Systems, Inc. — — — — — — 773,889 — — 3,214,045 — — — 5,295 7,682 — 5,295 7,682 Issuance of warrants in connection with notes payable — — — — — — — — — — — — — Issuance of common stock upon exercise of warrants stock options — — — — — — 300,000 — — 1,323,528 — — — — Stock-based compensation Issuance of common stock upon exercise of warrants — — — — — — — — 112,990 — — — — 3,856 Issuance of common stock upon vesting of RSUs — 3,856 Net loss — — — — — — — 17,459 — — — — — — Stock-based compensation — 9,390 — — 9,390 — Balance at December 31, 2022 588,235 $ — 1,666,666 $ 2,300 — $ — 12,942,286 $ — — $ — — $ — $ 44,773 $ 3,622 — 53,531 3,622 Net loss — $ — 8,758 — Issuance of common stock — — — — — — 219,475 — — — — ( 1,500 7,679 ) 1,500 Issuance of common stock in settlement of loss contingency ( 7,679 ) Balance at June 30, 2024 — $ — — $ — 1,233,108 — $ — — $ — 28,326,474 $ — 8,434 2,254,901 $ — 8,434 Issuance of common stock to service providers $ 101,456 $ ( 92,920 ) $ 8,536 Balance at September 30, 2022 588,235 $ — 1,666,666 $ 2,300 — $ — 11,868,397 $ — 29,334 — $ — — $ — $ 34,722 $ ( 44,141 ) $ ( 9,419 ) Issuance of warrants to service providers — common stock — — — — — — 773,889 — — — — — 5,295 — 5,295 Issuance of common stock upon exercise of warrants in connection with notes payable — — — — — — — 300,000 — — — — — — Stock-based compensation — — — — — — — — — — — — 5,779 5,779 3,856 — 3,856 Net loss — — — — — — — — — — — — — ( 13,142 9,390 ) ( 13,142 9,390 ) Balance at March December 31, 2023 2022 588,235 $ — 1,666,666 $ 2,300 — $ — 14,424,203 12,942,286 $ — — $ — — $ — $ 61,508 44,773 $ ( 66,673 53,531 ) $ ( 5,165 8,758 ) See accompanying notes to condensed consolidated financial statements. MOBIX LABS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE

CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) — (Continued) (unaudited, in thousands, except share and per share amounts) 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 Capital Accumulated Deficit Total Stockholders' Equity (Deficit) Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Issuance of common stock — — — — — — 219,475 — — — — — 1,500 — 1,500 Issuance of common stock in settlement of loss contingency — — — — — — 1,233,108 — — — — — 8,434 — 8,434 Issuance of common stock to service providers — — — — — — 29,334 — — — — — — Issuance of warrants to service providers — — — — — — — — — — — — — Issuance of warrants in connection with notes payable — — — — — — — — — — — — — Stock-based compensation — — — — — — — — — — — — 5,779 5,779 Net loss — — — — — — — — — — — — — ( 13,142 ) ( 13,142 ) Balance at March 31, 2023 588,235 $ — 1,666,666 $ 2,300 — $ — 14,424,203 $ — — $ — — $ — $ 61,508 $ ( 66,673 ) $ ( 5,165 ) Issuance of common stock — — — — — — 670,558 — — — — — 4,587 — 4,587 Issuance of common stock upon exercise of warrants — — — — — — 820,000 — — — — — — Issuance of warrants in connection with notes payable — — — — — — — — — — — — — Stock-based compensation — — — — — — — — — — — — 4,752 — 4,752 Net loss — — — — — — — — — — — — — ( 10,004 ) ( 10,004 ) Balance at June 30, 2023 588,235 $ — 1,666,666 $ 2,300 — $ — 15,914,761 $ — — $ — — $ — $ 71,290 $ ( 76,677 ) $ ( 5,387 ) See accompanying notes to condensed consolidated financial statements.

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Issuance of warrants in connection with notes payable, charged to interest expense Change in fair value of earnout liability ( 29,938 30,599 ) — Change in fair value of PIPE make-whole liability ( 432 122 ) — Change in fair value of private warrants — Change in fair value of SAFEs Merger-related transaction costs expensed 4,009 — Stock-based compensation 14,146 9,635 17,768 14,387 Deferred income taxes ( 1,296 2,803 ) — Other non-cash items ( 536 387 ) Changes in operating assets and liabilities, net of acquisition of business:

4 unchanged paragraphs

Acquisition of EMI Solutions, Inc., net of cash acquired

Acquisitions of businesses, net of cash acquired

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Proceeds from exercise of stock options

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)

(unaudited, in thousands) — (Continued)

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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 Deferred purchase consideration for acquisition acquisitions of EMI Solutions, Inc. businesses 3,522 — Conversion of SAFEs to common stock 1,522 — Deemed dividend from warrant price adjustment — Issuance of warrants in connection with notes payable, recorded as debt discount Issuance of common stock to service providers — See accompanying notes to condensed consolidated financial statements.

Note 1: Company Information 3 changes

Mobix Labs, Inc. ("Mobix Labs" or the "Company"), a Delaware corporation based in Irvine, California, is a fabless semiconductor company developing mmWave 5G and C -Band wireless solutions and delivering connectivity and electromagnetic filtering products for next generation communication systems supporting the aerospace, military, defense, medical and other markets requiring high reliability products. The Company's wireless mmWave 5G integrated circuits currently in development are designed to deliver advantages in performance, efficiency, size, and cost. The Company's True Xero active optical cables are designed to meet customer needs for high -quality active optical cable solutions at an affordable price. The Company's electromagnetic filtering interconnect products, which were acquired in the EMI Solutions, Inc. ("EMI Solutions") acquisition, are designed for, and are currently used in aerospace, military, defense and medical applications. The Company's wireless systems solutions, which were acquired in the RaGE Systems, Inc. ("RaGE Systems") acquisition, include products for 5G communications, mmWave imaging, and software defined radio targeting the commercial, industrial, and defense and aerospace sectors. These technologies are designed for large and rapidly growing markets where there is increasing demand for higher high performance communication systems and filtering systems solutions which utilize an expanding mix of both wireless and connectivity technologies.

2 unchanged paragraphs

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. For the six nine months ended March 31, June 30, 2024 and 2023, the Company incurred losses from operations of $ 25,831 35,179 and $ 21,065 30,804 , respectively, and as of March 31, June 30, 2024, the Company had an accumulated deficit of $ 85,241 92,920 . 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. While the Company recently entered into a committed equity facility to raise additional capital, the amount and timing of the proceeds, if any, the Company may receive from the sale of shares of Class A Common Stock thereunder will depend on a number of factors, including the numbers of shares the Company may elect to sell, the timing of such sales, the future market price of the Company's Class A Common stock and the payment of the cash commitment fee (see Note 16 — Equity ). 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 the next approximately ninety days.

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.

Note 1: Company Information (cont.) 1 change

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, recent and 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.

1 unchanged paragraph

Note 2: Summary of Significant Accounting Policies 1 change

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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, 2023 and the related notes which provide a more complete discussion of the Company's accounting policies and certain other information. The September 30, 2023 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 March 31, June 30, 2024 and its condensed consolidated results of operations and cash flows for the periods MOBIX LABS, INC. ended June 30, 2024 and 2023. The condensed consolidated results of operations for the three months and nine months ended June 30, 2024 are not necessarily indicative of the results to be expected for the fiscal year ending September 30, 2024 or for any other future annual or interim period.

Note 3: Reverse Recapitalization 2 changes

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• 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.

Note 3: Reverse Recapitalization (cont.) 11 changes

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 the thirty -day period (the "Adjustment Period") commencing on the date that is thirty days after the date on which the PIPE resale registration statement is declared effective (the "Adjustment Period VWAP") is less than $ 10.00 per share. In such case, the PIPE Investors will be entitled to receive a number of Make -Whole Shares equal to the number of shares of Class A Common Stock issued to the PIPE Investor multiplied by a fraction, the numerator of which is $ 10.00 minus the Adjustment Period VWAP and the denominator of which is the Adjustment Period VWAP. In the event that the Adjustment Period VWAP is less than $ 7.00 , the Adjustment Period VWAP will be deemed to be $ 7.00 .

The Make -Whole Shares are accounted for as liability -classified instruments because the events that determine the number of Make -Whole Shares issuable 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 Make -Whole Shares using a Monte Carlo simulation model and recorded a liability of $ 2,071 . As of March 31, 2024, the Make -Whole Shares had not been issued and the Company adjusted the carrying amount of the liability to its estimated fair value of $ 1,639 . As a result of the decrease in the fair value of the liability, the Company recorded non -cash gains of $ 3,336 and $ 432 , respectively, for the three months and six months ended March 31, 2024, which are included in "Change in fair value of PIPE make -whole liability" in the condensed consolidated statements of operations and comprehensive loss.

See Note 12, 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. At the time of the Closing, the Company allocated this amount between the equity -classified instruments and liability -classified instruments, based on their relative fair values, and 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.

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. The number of shares is subject to adjustment through the issuance of additional shares of Class A Common Stock in the event that the VWAP of the Class A Common Stock is less than $ 10.00 over a specified period. See " Make -Whole Shares ," below.

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 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 March 31, June 30, 2024, 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 $ 3,621 2,960 . As a result of the decrease in the fair value of the liability, which is primarily the result of a decrease in the Company's stock price between the Closing and March 31, June 30, 2024, the Company recognized non -cash gains of $ 5,174 661 and $ 29,938 30,599 , respectively, for the three months and six nine months ended March 31, June 30, 2024, which are included in "Change in fair value of earnout liability" in the condensed consolidated statements of operations and comprehensive loss.

Note 4: Warrants 2 changes

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As a result of the issuances of shares under the PIPE Subscription Agreement and other agreements in connection with the Merger, the Company adjusted the exercise price of the warrants from $ 11.50 to $ 5.79 per share and adjusted the redemption trigger price from $ 18.00 to $ 9.06 per share. During the nine months ended June 30, 2024, the Company recognized a noncash deemed dividend of $ 661 as a result of the warrant price adjustment.

Upon the Closing, the Company concluded that the Public Warrants meet the derivative scope exception for contracts in the Company's own stock and recorded the Public Warrants in stockholders' equity. The Company concluded that the Private Warrants do not meet the derivative scope exception and are accounted for as liabilities. Specifically, the Private Warrants contain provisions that affect the settlement amounts dependent upon the characteristics of the holder of the warrant, which is not an input into the pricing of a fixed -for-fixed option on equity shares. Therefore, the Private Warrants are not considered indexed to the Company's stock and must be classified as a liability. At the time of Closing, the Company estimated the aggregate fair value of the Private Warrants using the Black -Scholes option -pricing model and recognized a liability of $ 150 . As of March 31, June 30, 2024, all of the Private Warrants remained outstanding and the Company adjusted the carrying amount of the liability to its estimated fair value of $ 630 562 . As a result of the increase changes in the fair value of the liability, the Company recorded a non -cash losses gain of $ 420 and $ 480 , respectively, 68 for the three months ended June 30, 2024 and six a non -cash loss of $ 412 for the nine months ended March 31, June 30, 2024, which are included in "Change in fair value of private warrants" in the condensed consolidated statements of operations and comprehensive loss.

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Note 4: Warrants (cont.) 10 changes

As of June 30, 2024, the Company is obligated to issue 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. In addition, as described in Note 11, Debt , during the nine months ended June 30, 2024 Legacy Mobix failed to repay the principal amount of a note payable by its maturity date and was obligated to issue warrants to purchase 103,000 shares of its Class A Common Stock at $ 0.01 per share to the lender as additional consideration. The Company initially recorded a liability of $ 633 in the condensed consolidated balance sheet for the estimated fair value of the warrants. For the three months ended June 30, 2024, the Company recognized a non -cash loss of $ 126 and for the nine months ended June 30, 2024, the Company recognized a non -cash gain of $ 400 from the change in the fair value of the liability, which are included in "Other non -operating losses, net" in the condensed consolidated statements of operations and comprehensive loss. The Company valued the warrants using a probability -weighted expected return model. In April 2024, the Company issued the warrants to the lender, and the lender exercised the warrants.

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 prices ranging from $ 0.01 to $ 2.00 per share in connection with borrowings. See Note 11, Debt .

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During the six months ended March 31, 2024, Legacy Mobix issued warrants to purchase an aggregate of 51,020 shares of its common stock at $ 0.01 in connection with borrowings. See Note 11, Debt .

As of March 31, 2024, the Company is obligated to issue 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. In addition, as described in Note 11, Debt , during the six months ended March 31, 2024 Legacy Mobix failed to repay the principal amount of a note payable by its maturity date and is obligated to issue warrants to purchase 103,000 shares of its Class A Common Stock at $ 0.01 per share to the lender as additional consideration. As of March 31, 2024, the Company has recorded a liability of $ 206 in the condensed consolidated balance sheet for the estimated fair value of the warrants. For the three months and six months ended March 31, 2024, the Company recognized a $ 526 gain from the change in the fair value of the liability, which is included in "Other non -operating losses, net" in the condensed consolidated statement of operations and comprehensive loss. The Company valued the warrants using a probability -weighted expected return model.

Also During the six nine months ended March 31, June 30, 2024, Legacy Mobix granted 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. See Note 16, Equity .

During the six nine months ended March 31, June 30, 2023, the Company Legacy Mobix issued warrants to purchase an aggregate of 300,000 shares of its common stock at $ 3.00 per share to non -service providers. In December 2022, the holders exercised these warrants and purchased 300,000 shares of the Company's Legacy Mobix common stock for cash proceeds of $ 900 . The Company Legacy Mobix also issued a warrant to purchase 400,000 shares of its common stock at $ 3.00 per share to a service provider. The Company recognized the $ 1,598 fair value of the warrant in selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss for the six nine months ended March 31, June 30, 2023. Effective March 2023, the warrant was cancelled.

In May 2023, Legacy Mobix issued a service provider a warrant to purchase 500,000 shares of its common stock at $ 0.01 per share. The warrants are immediately exercisable and have a two -year term. The Company valued the warrant using the Black -Scholes option pricing model with the following assumptions: expected volatility of 53.8 %; no expected dividend yield; risk -free interest rate of 4.1 %; and a contractual term of two years. The $ 3,415 fair value of the warrant was recognized in selling, general and administrative expenses in the condensed statements of operations and comprehensive loss. In June 2023, the service provider partially exercised the warrants and purchased 260,000 shares of Legacy Mobix common stock for proceeds to the Company of $ 3 .

1 unchanged paragraph

Note 5 — Acquisition of 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. The Company believes the acquisition of EMI Solutions will complement its existing product offerings, expand its customer base and allow it to deliver solutions that address a wider variety of applications and markets.

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 subsequently paid an additional $ 1,000 . The remaining $ 1,045 cash portion of the consideration is payable in quarterly installments of $ 174 through June 2025.

Note 7: Property and Equipment, net 2 changes

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Estimated Useful Life

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Depreciation expense for the three months ended March 31, June 30, 2024 and 2023 was $ 117 127 and $ 112 , respectively. Depreciation expense for the six nine months ended March 31, June 30, 2024 and 2023 was $ 230 357 and $ 225 337 , respectively.

Note 8: Intangible Assets, net 4 changes

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The Company recorded amortization expense related to intangible assets of $841 and $840 during the years ended September 30, 2023 and 2022, respectively. The weighted -average remaining lives of developed technology and customer relationships as of September 30, 2023 were 6.4 years and 7.9 years, respectively.

Estimated future amortization expense for intangible assets by fiscal year as of September 30, 2023 is as follows:

Years ending September 30,

The Company recorded amortization expense related to intangible assets of $ 481 and $ 210 during the three months ended June 30, 2024 and 2023, respectively, and $ 1,117 and $ 631 during the nine months ended June 30, 2024 and 2023, respectively. The weighted -average remaining lives of intangible assets as of June 30, 2024 were developed technology 5.7 years; customer relationships 12.9 years; trade names 2.1 years; and backlog six months.

Note 8: Intangible Assets, net (cont.) 4 changes

The Company recorded amortization expense related to intangible assets of $ 399 and $ 210 during the three months ended March 31, 2024 and 2023, respectively, and $ 636 and $ 421 during the six months ended March 31, 2024 and 2023, respectively. The weighted -average remaining lives of intangible assets as of March 31, 2024 were developed technology 5.9 years; customer relationships 14.5 years; trade names 1.7 years; and backlog nine months.

Estimated future amortization expense for intangible assets by fiscal year as of March 31, June 30, 2024 is as follows:

1 unchanged paragraph

2024 (remaining six months)

2024 (remaining three months)

Note 10: Accrued Expenses and Other Current Liabilities 1 change

2 unchanged paragraphs

Liability-classified warrants

4 unchanged paragraphs

Note 12: Fair Value Measurements (cont.) 12 changes

1 unchanged paragraph

Liabilities measured at fair value on a recurring basis as of March 31, June 30, 2024 are as follows:

1 unchanged paragraph

Private Warrants and other warrants

Six months ended March 31, 2024:

The Company classifies the earnout liability, the PIPE make -whole liability, the Private Warrants and other warrants and the SAFEs 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 six nine months ended March 31, June 30, 2024 or March 31, 2023. The following table provides a reconciliation of the balance of financial instruments measured at fair value on a recurring basis using Level 3 inputs:

Nine months ended June 30, 2024:

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Settlement of liability

1 unchanged paragraph

Balance, March 31, 2024

Six months ended March 31, 2023:

Balance, June 30, 2024

Nine months ended June 30, 2023:

2 unchanged paragraphs

Balance, March 31, 2023

Balance, June 30, 2023

1 unchanged paragraph

Note 14: Commitments and Contingencies 3 changes

1 unchanged paragraph

The Company has unconditional purchase commitments for services which extend to various dates through September 2024. Future minimum payments under these unconditional purchase commitments as of March 31, June 30, 2024 totaled $615 $ 246 .

In fiscal year 2021, the Company recognized a liability for a contingent loss related to a business acquisition. The Company estimated the amount of the liability at $ 8,434 , which was accrued in the condensed consolidated balance sheet as of September 30, 2022. During the six nine months ended March 31, June 30, 2023, the Company issued 1,233,108 shares of its common stock in settlement of this liability.

1 unchanged paragraph

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 March 31, June 30, 2024 or September 30, 2023.

Note 15: Income Taxes 2 changes

The Company recorded a provision (benefit) for income taxes of $( 1,505 ) and $( 14 ) for the three months ended June 30, 2024 and 2023, respectively, and a provision (benefit) for income taxes of $( 2,801 ) and $ 18 for the nine months ended June 30, 2024 and 2023, respectively. The provision (benefit) for income taxes for the three months and nine months ended June 30, 2024 and 2023 was calculated using the discrete year -to-date method. In connection with the acquisitions of EMI Solutions and RaGE Systems, the Company recognized additional deferred tax liabilities totaling $ 3,078 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 , respectively, principally resulting from reductions of the valuation allowance on its deferred tax assets.

The Company recorded a provision (benefit) For income taxes of $( 16 ) and $ 1 for the three months ended March 31, 2024 and 2023, respectively, and a provision (benefit) for income taxes of $( 1,296 ) and $ 32 for the six months ended March 31, 2024 and 2023, respectively. The provision (benefit) for income taxes for the three months and six months ended March 31, 2024 and 2023 was calculated using the discrete year -to-date method. In connection with the acquisition of EMI, the Company recognized an additional deferred tax liability of $ 1,386 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 six months ended March 31, 2024 the Company recognized an income tax benefit of $ 1,296 , principally resulting from a reduction in the valuation allowance on its deferred tax assets. For the six nine months ended March 31, June 30, 2023, the Company's provision for income taxes 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. 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.

Note 18: Net Loss Per Share 2 changes

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. For the three months and six months ended March 31, 2024, the PIPE make -whole liability and 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 MOBIX LABS, INC.

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 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.

Note 18: Net Loss Per Share (cont.) 4 changes

8 unchanged paragraphs

Change in fair value of PIPE make-whole liability

1 unchanged paragraph

Reallocation of net loss as a result of conversion of Class B to Class A Common Stock ( 226 818 ) — — Reallocation of net loss — — Allocation of net loss $ ( 2,436 9,558 ) $ ( 220 816 ) $ ( 22,532 32,536 ) Denominator:

1 unchanged paragraph

Shares issuable in satisfaction of PIPE make-whole liability

4 unchanged paragraphs

For the purposes of applying the if converted method or treasury stock method for calculating diluted earnings per share, the Public Warrants, Private Warrants, RSUs and stock options result in anti -dilution . For the three months ended June 30, 2024, the liability -classified warrants also result in anti -dilution . Therefore, these securities are not included in the computation of diluted net loss per share. The Earnout Shares were not included for purposes of calculating the number of diluted shares outstanding because the number of dilutive shares is based on a conversion contingency associated with the VWAP of the Class A Common Stock which had not been met, and the contingency was not resolved, during the periods presented herein. The potential MOBIX LABS, INC.

Note 20: Geographical Information 1 change

1 unchanged paragraph

The Company's revenues net revenue by geographic region, based on ship -to location, are summarized as follows:

1 unchanged paragraph

Note 21: Subsequent Events 12 changes

Agreement to Acquire RaGE Systems, Inc.

On May 21, 2024, the Company completed the acquisition of RaGE Systems, Inc. ("RaGE Systems") pursuant to 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 $ 12,000 consisting of 3,214,045 shares of Mobix Class A Common Stock and $ 2,000 in cash, of which $ 200 was payable on the closing date; $ 1,000 will be payable on November 15, 2024 and $ 800 will be payable on April 15, 2025. The Company also entered into employment agreements with each of the RaGE stockholders. Pursuant to the RaGE Business Combination Agreement, the RaGE stockholders will also be entitled to receive possible earn -out payments of up to $ 8,000 over eight fiscal quarters, payable in a combination of cash and shares of the Company's Class A Common Stock, based upon the satisfaction of certain financial metrics and continued employment with the Company. The RaGE Business Combination Agreement also provides the RaGE stockholders with "piggy -back " registration rights, subject to certain requirements and customary conditions.

On July 22, 2024, the Company 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 the Company issued an unregistered pre -funded warrant (the "Pre -Funded Warrant") to purchase up to 2,877,698 unregistered shares of the Company's Class A common stock. The Company also issued unregistered warrants to purchase an aggregate of 5,755,396 shares of the Company's Class A common stock ("PIPE Common Warrants"). Gross proceeds to the Company from the Private Placement were $ 4,000 , before payment of fees and expenses to the placement agent of $ 405 .

The Pre -Funded Warrant has an exercise price of $ 0.001 per share, is immediately exercisable upon issuance and will expire when exercised in full. The Company may not affect the exercise of the Pre -Funded Warrant, and a holder will not be entitled to exercise any portion of the Pre -Funded Warrant if, upon giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by the holder would exceed 9.99 % of the number of shares of the Company's common stock outstanding immediately after giving effect to the exercise, subject to certain exceptions.

The PIPE Common Warrants are comprised of Series A warrants to purchase up to 2,877,698 shares of common stock (the "Series A Warrants") and Series B warrants to purchase up to 2,877,698 shares of common stock (the "Series B Warrants"). The PIPE Common Warrants have an exercise price of $ 1.39 per share and are exercisable beginning on the effective date of stockholder approval of the issuance of the shares of common stock upon exercise of the PIPE Common Warrants. The Series A Warrants will expire five years from the date of such stockholder approval and the Series B warrants will expire twelve months from the date of stockholder approval.

In connection with the Private Placement, the Company paid the placement agent fees and expenses of $ 405 and issued the placement agent warrants to purchase an aggregate of 201,439 shares of its Class common stock (the "Placement Agent Warrants"). The Placement Agent Warrants have an exercise price of $ 1.7375 per share, are exercisable upon stockholder approval and will expire five years thereafter. Moreover, upon any exercise for cash of the PIPE Common Warrants, the Company is obligated to pay the placement agent cash fees aggregating 8 % of the gross exercise price and issue to the placement agent warrants to purchase a number of shares of Common Stock equal to 7.0 % of the aggregate number of such shares of common stock underlying the PIPE Common Warrants.

The Company also entered into a registration rights agreement which requires the Company to prepare and file with the Securities and Exchange Commission one or more registration statements to register for resale the shares of Common Stock issuable upon exercise of the PIPE Common Warrants, the Pre -Funded Warrants and the Placement Agent Warrants. Moreover, pursuant to the Securities Purchase Agreement, the Company agreed that, for a period from the date of the Securities Purchase Agreement until 90 days after the effectiveness of the registration statement it will not issue, enter into an agreement to issue or announce the issuance or proposed issuance of any shares of its common stock or common stock equivalents or file any registration statement or supplement thereto, subject to certain exceptions.

Issuance of Note Payable

In July 2024, the Company issued a $ 298 promissory note to an employee for net proceeds of $ 227 . The note is unsecured, does not bear interest, and matured in July 2024. In July 2024, the Company repaid the note in full.

Issuance of Note Payable — Related Party

In July 2024, the Company issued a $ 165 promissory note to a related party for net proceeds of $ 150 . The note is unsecured and does not bear interest. In July 2024, the Company repaid the note in full.

68 unchanged paragraphs

Exhibits 2 changes

56 unchanged paragraphs

Power of Attorney (contained on the signature page of the registration statement filed on August 12, 2024).

7 unchanged paragraphs

** Previously filed.

2 unchanged paragraphs

Undertakings 4 changes

9 unchanged paragraphs

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California, on August 12, 26, 2024.

2 unchanged paragraphs

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Fabian Battaglia and Keyvan Samini, and each of them, as his or her true and lawful attorneys -in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post -effective amendments, to this registration statement, and any registration statement relating to the offering covered by this registration statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys -in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys -in-fact and agents, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

6 unchanged paragraphs

/s/ Frederick Goerner

* Pursuant to power of attorney