Mobix Labs faces Nasdaq delisting risk

Item

1.01

Entry into a Material Definitive Agreement.

On

October 24, 2025, Mobix Labs, Inc. (the "Company") entered into amendments to certain outstanding warrants to purchase an aggregate of 13,375,490 shares of the Company's Class A common stock (the "Warrants"). The amendments revise certain terms of the Warrants so that, under applicable accounting guidance, the Warrants are classified as equity rather than liabilities on the Company's balance sheet.¹ As part of these amendments, the Company issued an additional warrant to purchase 1,000,000 shares of Class A common stock on the same terms as the Warrant issued on September 4, 2025, including an exercise price of $1.08.² No cash consideration was paid or received in connection with these amendments, which the Company believes strengthen its capital structure by simplifying the accounting treatment of its outstanding equity instruments. Forms of the amended Warrants are filed as exhibits to this Current Report on Form 8-K and incorporated herein by reference.

Item

3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously reported on May 2, 2025, the Company received a written notice on April 28, 2025 from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") indicating that the Company was not in compliance with the minimum bid-price requirement for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the "Minimum Bid-Price Requirement").³

The notice provided the Company 180 calendar days, or until October 27, 2025, to regain compliance by maintaining a closing bid price of at least $1.00 per share for a minimum of ten consecutive business days, as provided in Nasdaq Listing Rule 5810(c)(3)(A) (the "Initial

Compliance Period").

During the Initial Compliance Period, the Common Stock maintained closing bid prices at or above $1.00 for ten consecutive trading days, achieving that level on September 11, 2025.⁴ On October 8, 2025, Nasdaq subsequently advised the Company that it was exercising its discretion to extend the number of days that the Company must maintain a bid-price of at least $1.00 for 20 consecutive business days.⁵

On

October 24, 2025, the Company submitted a request to Nasdaq for an additional 180-day period (the "Second Compliance Period") to provide additional time for the Company to demonstrate compliance with the Minimum Bid Price Requirement. The Company currently believes it satisfies all other applicable quantitative and qualitative continued-listing standards for The Nasdaq Capital Market, including the requirements relating to market value of publicly held shares and the initial listing requirement for minimum stockholders' equity. Following the warrant amendments described in Item 1.01 of this Form 8-K, the Company's stockholders' equity exceeds $5 million, which meets the initial inclusion standard for The Nasdaq Capital Market.

On October 29,

2025, the Company received written

Item

8.01

Other

Events.

The

Company has taken a series of actions that have strengthened its balance sheet and increased stockholders' equity. As a result of the transactions and amendments described below, the Company believes that it satisfies the initial listing requirements for The Nasdaq

Capital Market, including the minimum stockholders' equity standard.

●⁶

On⁶

October 15, 2025, the Company executed an exchange agreement with Acromax, Inc. ("Acromax") pursuant to which the Company issued 227,954 shares of its Class A common stock in exchange for the cancellation of $204,931.07 of obligations owed to Acromax.⁶

●⁶

On⁶

October 20, 2025, the Company executed an exchange agreement with Alessandra Investment Trust II, Tony Alessandra Trustee and Beneficiary⁶

("Alessandra"), pursuant to which the Company issued 687,894 shares of its Class A common stock in exchange for the cancellation of $510,791.67 of indebtedness owed to Alessandra.⁶

●

As further described above in Item 1.01 of this Current Report on Form 8-K, on October 24, 2025, the Company entered into amendments to certain outstanding warrants held by Armistice Capital Master Fund Ltd. ("Armistice"). The warrants had previously been classified as liabilities on the Company's balance sheet in the amount of approximately $6.3 million.^{7 7}The amendments modified certain terms so that, under applicable accounting guidance, the warrants are classified as equity rather than liabilities.⁷ As a result, this amount is now reflected as stockholders' equity, further improving the Company's capital structure. In addition, the Company issued a warrant to purchase 1,000,000 shares of Class A common stock in connection with the amendments to the warrants.

The

Company believes these actions collectively strengthen its financial position and support continued compliance with Nasdaq's quantitative listing standards.

Forward-Looking

Statements

This

Current Report on Form 8-K contains statements that may constitute "forward-looking statemen