0001493152-24-051917 | 10-K | XBRL Viewer

Subsequent Events (Details Narrative) - Short Term Loan Agreement [Member] - Subsequent Event [Member] $ in Thousands	1 Months Ended
	Dec. 31, 2024 USD ($)
Subsequent Event [Line Items]
Short term loan	$ 200
Future receipts purchased, amount	710
Net proceeds	480
Weekly Installments [Member] \| Minimum [Member]
Subsequent Event [Line Items]
Periodic payment	9
Weekly Installments [Member] \| Maximum [Member]
Subsequent Event [Line Items]
Periodic payment	$ 22

Schedule of Intangible Assets Net (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023
Finite-Lived Intangible Assets [Line Items]
Intangiable assets, gross	$ 18,189	$ 7,589
Intangiable assets, accumulated amortization	(2,978)	(2,302)
Intangiable assets, net	$ 15,211	5,287
Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	1 year
Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	15 years
Developed Technology Rights [Member]
Finite-Lived Intangible Assets [Line Items]
Intangiable assets, gross	$ 5,689	7,289
Intangiable assets, accumulated amortization	(2,216)	(2,238)
Intangiable assets, net	$ 3,473	5,051
Developed Technology Rights [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	7 years
Developed Technology Rights [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	10 years
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Intangiable assets, gross	$ 11,900	300
Intangiable assets, accumulated amortization	(458)	(64)
Intangiable assets, net	$ 11,442	236
Customer Relationships [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	12 years
Customer Relationships [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	15 years
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Intangiable assets, gross	$ 300
Intangiable assets, accumulated amortization	(68)
Intangiable assets, net	$ 232
Trade Names [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	2 years
Trade Names [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	2 years 6 months
Backlog [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	1 year
Intangiable assets, gross	$ 300
Intangiable assets, accumulated amortization	(236)
Intangiable assets, net	$ 64

Geographical Information

12 Months Ended

Sep. 30, 2024

Segment Reporting [Abstract]

Geographical Information

Note 20 — Geographical Information

Revenues by Geographic Region

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

	2024		2023
	Year ended September 30,
	2024		2023

United States	$	5,699	$	674
China		288		—
Czech Republic		17		223
Thailand		—		300
Other		438		27
Total net revenue	$	6,442	$	1,224

Long-Lived Assets

Substantially all of the Company’s long-lived assets are located in the United States.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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+ Details

Debt (Details Narrative)	1 Months Ended		12 Months Ended
Debt (Details Narrative)	Nov. 30, 2024 USD ($) shares	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2024 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2022 USD ($)
Short-Term Debt [Line Items]
Cash proceeds			$ 998,000	$ 2,156,000
Number of warrants \| shares		239,464	201,965	239,464
Purchase amount convertible			$ 2,300,000
Change in fair value of SAFEs			10,000	$ 655,000
Related Party [Member]
Short-Term Debt [Line Items]
Notes payable, noncurrent			$ 1,082,000
Measurement Input, Expected Dividend Rate [Member]
Short-Term Debt [Line Items]
Warrants outstanding measurement input		0	0	0
Common Class A [Member]
Short-Term Debt [Line Items]
Exercise price \| $ / shares			$ 18.00
Minimum [Member]
Short-Term Debt [Line Items]
Warrants outstanding term		1 month	1 year	1 month
Exercise price \| $ / shares		$ 0.01	$ 0.01	$ 0.01
Minimum [Member] \| Measurement Input, Price Volatility [Member]
Short-Term Debt [Line Items]
Warrants outstanding measurement input		52.7	55.0	52.7
Minimum [Member] \| Measurement Input, Risk Free Interest Rate [Member]
Short-Term Debt [Line Items]
Warrants outstanding measurement input		3.6	4.7	3.6
Minimum [Member] \| Measurement Input, Expected Term [Member]
Short-Term Debt [Line Items]
Warrants outstanding term		1 month	1 year	1 month
Maximum [Member]
Short-Term Debt [Line Items]
Warrants outstanding term		12 months	2 years	12 months
Exercise price \| $ / shares		$ 3.00	$ 2.00	$ 3.00
Maximum [Member] \| Measurement Input, Price Volatility [Member]
Short-Term Debt [Line Items]
Warrants outstanding measurement input		54.1	55.6	54.1
Maximum [Member] \| Measurement Input, Risk Free Interest Rate [Member]
Short-Term Debt [Line Items]
Warrants outstanding measurement input		5.5	5.3	5.5
Maximum [Member] \| Measurement Input, Expected Term [Member]
Short-Term Debt [Line Items]
Warrants outstanding term		12 months	2 years	12 months
6 Promissory Notes [Member]
Short-Term Debt [Line Items]
Principal amount	$ 200,000		$ 1,069,000
Cash proceeds			998,000
Periodic payment			4,000
Principal balance		$ 825,000	1,749,000	$ 825,000
Remaining principal balance			451,000
Carrying amount			398,000
Unamortized discount			53,000
Repayment of debt			26,000
6 Promissory Notes [Member] \| Related Party [Member]
Short-Term Debt [Line Items]
Principal balance			330,000
6 Promissory Notes [Member] \| Officers Directors or an Employee [Member] \| Related Party [Member]
Short-Term Debt [Line Items]
Principal amount			630,000
6 Promissory Notes [Member] \| Officers [Member] \| Related Party [Member]
Short-Term Debt [Line Items]
Principal amount			$ 100,000
6 Promissory Notes [Member] \| Common Class A [Member]
Short-Term Debt [Line Items]
Debt conversion shares \| shares	306,819
6 Promissory Notes [Member] \| Minimum [Member]
Short-Term Debt [Line Items]
Interest rate, percentage			6.00%
6 Promissory Notes [Member] \| Maximum [Member]
Short-Term Debt [Line Items]
Interest rate, percentage			76.00%
Eight Promissory Notes Payable [Member] \| Unrelated Investors [Member]
Short-Term Debt [Line Items]
Principal amount		2,156,000		2,156,000
Maturity date, description			The notes matured at various dates from January 2023 to March 2024
Eight Promissory Notes Payable [Member] \| Minimum [Member] \| Unrelated Investors [Member]
Short-Term Debt [Line Items]
Interest rate, percentage			6.00%
Eight Promissory Notes Payable [Member] \| Maximum [Member] \| Unrelated Investors [Member]
Short-Term Debt [Line Items]
Interest rate, percentage			8.00%
Two Notes Payable [Member]
Short-Term Debt [Line Items]
Principal amount		$ 825,000		$ 825,000
Two Notes Payable [Member] \| Related Party [Member]
Short-Term Debt [Line Items]
Principal amount			$ 495,000
Cash proceeds			$ 450,000
Maturity date, description			mature at various dates through November 2024
Two Notes Payable [Member] \| Measurement Input, Expected Dividend Rate [Member]
Short-Term Debt [Line Items]
Warrants outstanding measurement input		0		0
Two Notes Payable [Member] \| Common Stock [Member]
Short-Term Debt [Line Items]
Number of warrants \| shares		385,000		385,000
Fair value of warrants		$ 2,238,000
Two Notes Payable [Member] \| Minimum [Member] \| Measurement Input, Price Volatility [Member]
Short-Term Debt [Line Items]
Warrants outstanding measurement input		52.7		52.7
Two Notes Payable [Member] \| Minimum [Member] \| Measurement Input, Risk Free Interest Rate [Member]
Short-Term Debt [Line Items]
Warrants outstanding measurement input		3.6		3.6
Two Notes Payable [Member] \| Minimum [Member] \| Measurement Input, Expected Term [Member]
Short-Term Debt [Line Items]
Warrants outstanding term		6 months		6 months
Two Notes Payable [Member] \| Maximum [Member] \| Measurement Input, Price Volatility [Member]
Short-Term Debt [Line Items]
Warrants outstanding measurement input		54.1		54.1
Two Notes Payable [Member] \| Maximum [Member] \| Measurement Input, Risk Free Interest Rate [Member]
Short-Term Debt [Line Items]
Warrants outstanding measurement input		5.4		5.4
Two Notes Payable [Member] \| Maximum [Member] \| Measurement Input, Expected Term [Member]
Short-Term Debt [Line Items]
Warrants outstanding term		12 months		12 months
One Notes Payable [Member]
Short-Term Debt [Line Items]
Principal amount		$ 531,000		$ 531,000
Maturity date		Oct. 05, 2023
One Notes Payable [Member] \| Common Stock [Member]
Short-Term Debt [Line Items]
Number of warrants \| shares		28,000		28,000
Warrants outstanding \| shares		25,000		25,000
One Notes Payable [Member] \| Common Class A [Member]
Short-Term Debt [Line Items]
Number of warrants \| shares		103,000		103,000
Two Promissory Notes [Member] \| Related Party [Member]
Short-Term Debt [Line Items]
Principal amount			$ 2,495,000
Interest rate, percentage			7.00%
Principal balance		$ 0	$ 854,000	$ 0
Maturity date, description			The notes had an initial maturity date of August 2022, but were amended in May 2022 to extend their maturity to July 2023.
One Promissory Notes [Member] \| Related Party [Member]
Short-Term Debt [Line Items]
Principal amount			$ 1,326,000
Interest rate, percentage			7.00%
Notes payable, noncurrent			$ 1,082,000
SAFEs [Member]
Short-Term Debt [Line Items]
Fair value of debt					$ 1,900,000
Change in fair value of SAFEs			10,000	655,000
SAFEs [Member] \| Common Stock [Member]
Short-Term Debt [Line Items]
Carrying amount		$ 1,126,000		1,126,000
Purchase amount convertible				$ 900,000
Conversion of shares of stock \| shares				170,835
SAFEs [Member] \| Investor [Member]
Short-Term Debt [Line Items]
Cash proceeds					1,900,000
Purchase amount convertible					900,000
Debt conversion amount					$ 1,000,000
Debt conversion description					The conversion price of the preferred stock to be issued in exchange for the SAFEs would be equal to the greater of (i) the lowest price per share for preferred stock sold to investors in the initial closing of the equity financing, or (ii) the number of shares equal to the value of the SAFE, subject to a post money valuation cap of $175,000. If there is a liquidity event, including a change in control, a direct listing or an initial public offering, these SAFEs will be entitled to receive a portion of the proceeds equal to the greater of (i) the purchase amount or (ii) the amount payable on the number of shares of common stock equal to the purchase amount divided by the quotient obtained by dividing $175,000 by the Company’s total capitalization, including all shares and convertible securities (on an as-converted to common stock basis).
SAFEs [Member] \| Common Class A [Member]
Short-Term Debt [Line Items]
Principal amount			$ 1,000,000
Debt conversion shares \| shares			150,953
Carrying amount			$ 1,512,000
SAFEs [Member] \| Minimum [Member] \| Investor [Member]
Short-Term Debt [Line Items]
Debt conversion amount					$ 5,000,000
Debt conversion rate					20.00%
SAFEs [Member] \| Maximum [Member] \| Investor [Member]
Short-Term Debt [Line Items]
Debt conversion rate					25.00%
Convertible Notes [Member] \| Unaffiliated Investors [Member]
Short-Term Debt [Line Items]
Principal amount			$ 200,000
Interest rate, percentage			16.00%
Maturity date, description			The convertible notes matured in February 2024
Number of warrants \| shares			4,000
Warrants outstanding term			1 year
Conversion price \| $ / shares			$ 6.84
Exercise price \| $ / shares			$ 0.01
Convertible Notes [Member] \| Common Class A [Member] \| Unaffiliated Investors [Member]
Short-Term Debt [Line Items]
Debt conversion shares \| shares			30,045
Debt conversion amount			$ 206,000
Convertible notes			$ 0

Schedule of Changes in Carrying Amount of Goodwill (Details) $ in Thousands	12 Months Ended
	Sep. 30, 2024 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Balance	$ 5,217
Acquisition of EMI Solutions	6,841
Acquisition of RaGE Systems	4,008
Balance	$ 16,066

- Definition

Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

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+ Details

Schedule of Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023
Short-Term Debt [Line Items]
Total debt	$ 3,423	$ 6,591
Less: Amounts classified as current	(2,141)	(6,591)
Noncurrent portion	1,282
Nonrelated Party [Member]
Short-Term Debt [Line Items]
SAFEs	598	1,286
Nonrelated Party [Member] \| SAFEs [Member]
Short-Term Debt [Line Items]
SAFEs		1,512
Related Party [Member]
Short-Term Debt [Line Items]
SAFEs	330	444
Related Party [Member] \| Seven Percentage Promissory Notes [Member]
Short-Term Debt [Line Items]
SAFEs	$ 2,495	$ 3,349

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Subsequent Events

12 Months Ended

Sep. 30, 2024

Subsequent Events [Abstract]

Subsequent Events

Note 21 — Subsequent Events

In December 2024, the Company entered into a $200 short-term loan agreement with an unrelated financing company.

Also in December 2024, the Company entered into an agreement for the purchase and sale of future receipts with an unrelated buyer pursuant to which the Company agreed to sell to the buyer certain future trade receipts in the aggregate amount of $710 (the “Future Receipts Purchased Amount”) for net proceeds to the Company of $480. Under the agreement, the Company granted the buyer a security interest in all of the Company’s present and future accounts receivable in an amount not to exceed the Future Receipts Purchased Amount. The Future Receipts Purchased Amount shall be repaid by the Company in weekly installments ranging from $9 to $22, payable through September 2025.

Schedule of Provision for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Current
Federal
State	3	1
Total current	3	1
Deferred
Federal	(2,198)	66
State	(234)
Total deferred	(2,432)	66
Provision (benefit) for income taxes	$ (2,429)	$ 67

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

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+ Details

Schedule of Condensed Consolidated Financial Statements (Details) - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Proceeds from Chavant trust fund	$ 1,264
Proceeds from PIPE investment	19,750
Legacy Mobix Merger-related transaction costs paid prior to closing	(983)
Net cash proceeds	14,065
Conversion of Legacy Mobix convertible notes to Class A Common Stock	206
Conversion of Legacy Mobix SAFEs to Class A Common Stock	1,522
Conversion of Legacy Mobix redeemable convertible preferred stock to Class B Common Stock	2,300
Unpaid Merger-related transaction costs assumed from Chavant	(871)
Unpaid Merger-related transaction costs of Legacy Mobix	(1,633)
Merger-related transaction costs expensed	4,009
Net equity impact of the Merger	(16,182)
Earnout Liability [Member]
Fair value of Private Warrants	(33,559)
PIPE Make Whole Liability [Member]
Fair value of Private Warrants	(2,071)
Private Warrants [Member]
Fair value of Private Warrants	(150)
Legacy Mobix's [Member]
Chavant Merger-related transaction costs	(3,747)
Chavant [Member]
Chavant Merger-related transaction costs	(2,219)
Net cash proceeds from the Merger at Closing	$ 15,048
Common Class A [Member] \| Common Stock [Member]
Total number of Class A common shares issued in the Merger	22,901,838
Chavant Public Shares Net of Redemptions [Member]
Total number of Class A common shares issued in the Merger	111,005
Chavant Founder Shares Net of Shares Forfeited [Member]
Total number of Class A common shares issued in the Merger	1,341,369
PIPE Investors Shares [Member]
Total number of Class A common shares issued in the Merger	1,975,000
Settlement of PIPE Warrant [Member]
Total number of Class A common shares issued in the Merger	199,800
Sponsor PIPE Subscription [Member]
Total number of Class A common shares issued in the Merger	199,737
Settlement of Sponsor Warrant [Member]
Total number of Class A common shares issued in the Merger	272,182
Settlement of Warrant To Non Redeeming Shareholder [Member]
Total number of Class A common shares issued in the Merger	202,489
Amendment To Business Combination Marketing Agreement [Member]
Total number of Class A common shares issued in the Merger	280,000
Chavant Shares Outstanding Immediately Prior To The Merger [Member]
Total number of Class A common shares issued in the Merger	4,581,582
Legacy Mobix Rollover Shares [Member]
Total number of Class A common shares issued in the Merger	18,139,258
Conversion of Legacy Mobix Convertible Notes [Member]
Total number of Class A common shares issued in the Merger	30,045
Conversion of Legacy Mobix SAFEs [Member]
Total number of Class A common shares issued in the Merger	150,953

Inventory (Tables)

12 Months Ended

Sep. 30, 2024

Inventory Disclosure [Abstract]

Schedule of Inventory

Inventory consists of the following:

Schedule of Inventory

	2024		2023
	September 30,
	2024		2023

Raw materials	$	1,550	$	265
Finished goods		175		54
Total inventory	$	1,725	$	319

Fair Value Measurements

12 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 12 — Fair Value Measurements

The carrying amounts of the Company’s cash, accounts receivable and accounts payable approximate their fair value due to the short-term nature of these instruments. The Company believes the aggregate carrying value of debt approximates its fair value as of September 30, 2024 and 2023 because the notes payable, the 7% promissory notes - related parties and the notes payable - related parties each mature or were converted within one year of the respective balance sheet dates.

Fair Value Hierarchy

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


	Level 1		Level 2		Level 3		Total

Earnout liability	$	—	$	—	$	1,680	$	1,680
Private Warrants		—		—		330		330
PIPE Common Warrants and Placement Agent Warrants		—		—		1,809		1,809

Total	$	—	$	—	$	3,819	$	3,819

The Company classifies the earnout liability, the PIPE make-whole liability, liability-classified 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 years ended September 30, 2024 or 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:

MOBIX LABS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)


*Year ended September 30, 2024:*	Earnout Liability			PIPE Make-Whole Liability			Liability Classified Warrants			SAFEs

Balance, September 30, 2023	$	—		$	—		$	—		$	1,512
Liabilities recognized		33,559			2,071			7,279			—
Conversion to Class A Common Stock in the Merger		—			—			—			(1,522	)
Exercise of warrants		—			—			(3,393	)
Settlement of liability		—			(1,241	)		(332	)		—
Change in fair value included in net loss		(31,879	)		(830	)		(1,415	)		10

Balance, September 30, 2024	$	1,680		$	—		$	2,139		$	—

Year ended September 30, 2023:	SAFEs

Balance, September 30, 2022	$	1,983
Conversion to Legacy Mobix common stock		(1,126	)
Change in fair value included in net loss		655

Balance, September 30, 2023	$	1,512

Earnout Liability

The Company estimates the fair value of the earnout liability using a Monte Carlo simulation model that utilizes assumptions, including volatility, expected term and risk-free rate that determine the probability of achieving the earnout conditions. The following table summarizes the assumptions used in estimating the fair value of the earnout liability at the respective dates:

	December 21, 2023 (Closing)			September 30, 2024

Stock price	$	10.66		$	1.06
Expected volatility		50	%		70	%
Risk-free rate		3.9	%		3.6	%
Contractual term		8 years			7.2 years

MOBIX LABS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

PIPE Make-Whole Liability

The Company uses a Monte Carlo simulation model that utilizes assumptions, including volatility, expected term and risk-free rate, to estimate the fair value of the PIPE make-whole liability. The following table summarizes the assumptions used in estimating the fair value of the PIPE make-whole liability at the Closing:

	December 21, 2023 (Closing)

Stock price	$	10.17
Expected volatility		49	%
Risk-free rate		5.4	%
Contractual term		4 months

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
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-Paragraph 100
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-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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-Section 50
-Paragraph 2
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E

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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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-Section 50
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

Equity Incentive Plans (Tables)

12 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Activity in the Company's RSUs

A summary of activity in the Company’s RSUs for the year ended September 30, 2024 is as follows:

	Number of units			Weighted- Average Grant Date Fair Value per Unit

Outstanding at September 30, 2023		209,494		$	6.84
Performance-based RSUs		3,999,999			8.57
Other RSUs issued		450,161			2.35
Forfeited		(34,915	)		6.84
Vested		(161,486	)		6.84
Outstanding at September 30, 2024		4,463,253			7.93

Schedule of Stock Option Activity

Stock option activity for the year ended September 30, 2024 is as follows:

Schedule of Stock Option Activity

	Number of Options			Weighted- Average Exercise Price per Share		Weighted- Average Remaining Contractual Term (years)
Outstanding at September 30, 2023		5,905,684		$	4.28
Granted		32,200			6.84
Exercised		(1,797,841	)		1.69
Forfeited		(870,776	)		6.58
Expired		(528,421	)		6.27
Outstanding at September 30, 2024		2,740,846			4.89		6.9
Exercisable at September 30, 2024		2,382,697			4.65		6.8

Schedule of Weighted-Average Grant Date Fair Value of Options Granted

	Year ended September 30,
	2024						2023
	Range						Range
	Low			High			Low			High

Expected volatility		54.8	%		55.6	%		52.4	%		54.4	%
Expected dividend yield		0	%		0	%		0	%		0	%
Risk-free interest rate		3.9	%		4.4	%		3.6	%		4.2	%
Expected term (years)		4.5			5.3			4.6			5.8

Schedule of Consolidated Statements of Operations and Comprehensive Loss

The consolidated statements of operations and comprehensive loss include stock-based compensation expense as follows:

	2024		2023
	Year ended September 30,
	2024		2023

Cost of revenue	$	15	$	31
Research and development		1,124		1,842
Selling, general and administrative		20,244		13,603
Total stock-based compensation expense	$	21,383	$	15,476

Schedule of Deferred Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023
Deferred tax assets:
Net operating losses	$ 14,312	$ 8,268
Section 174 capitalized costs	2,843	2,832
Stock-based compensation	4,190	3,632
Lease liabilities	340	376
Accrued liabilities	190	581
Other	919	137
Total gross deferred tax assets	22,794	15,826
Valuation allowance	(19,152)	(14,287)
Net deferred tax assets	3,642	1,539
Deferred tax liabilities:
Intangible asset amortization	(3,566)	(1,245)
Fixed asset depreciation	(156)	(137)
Operating lease ROU assets	(240)	(243)
Total gross deferred tax liabilities	(3,962)	(1,625)
Deferred tax liabilities, net	$ (320)	$ (86)

Debt (Tables)

12 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Schedule of Debt

Debt consists of the following:


	September 30,
	2024			2023

Notes payable	$	598		$	1,286
7% promissory notes – related parties		2,495			3,349
Notes payable – related parties		330			444
SAFEs		—			1,512
Total debt		3,423			6,591
Less: Amounts classified as current		(2,141	)		(6,591	)
Noncurrent portion	$	1,282		$	—

Schedule of Issuance of Warrants with Notes Payable

In connection with the issuance of certain notes, the Company issued the purchasers immediately exercisable warrants to purchase shares of its common stock as follows:

	2024		2023
Number of warrants issued with notes payable	201,965		239,464
Exercise prices per share		$0.01—$2.00		$0.01—$3.00
Contractual terms		1 – 2 years		1 – 12 months
Debt proceeds allocated to warrants		$155		$790

Schedule of Valuation of Warrants

	2024		2023
Expected volatility	55.0—55.6%		52.7—54.1%
Expected dividend yield		0%		0%
Risk-free interest rate		4.7—5.3%		3.6—5.5%
Expected term (years)		1 – 2 years		1 – 12 months

Summary of Significant Accounting Policies

12 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

The Merger was accounted for as a reverse recapitalization of the Company because Legacy Mobix has been determined to be the accounting acquirer under ASC Topic 805 – Business Combinations. Under this method of accounting, Chavant is treated as the “acquired” company for financial reporting purposes. This determination was primarily based on holders of Legacy Mobix capital stock comprising a relative majority of the voting power of the Company upon consummation of the Merger and having the ability to nominate the majority of the governing body of the Company, Legacy Mobix senior management comprising the senior management of the Company, and Legacy Mobix operations comprising the ongoing operations of the Company. Accordingly, for accounting purposes, the financial statements of the Company represent a continuation of the financial statements of Legacy Mobix with the Merger being treated as the equivalent of Legacy Mobix issuing shares for the net assets of Chavant, accompanied by a recapitalization. The net assets of Chavant were recognized as of the Closing at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Merger are presented as those of Legacy Mobix and the accumulated deficit of Legacy Mobix has been carried forward after Closing. All issued and outstanding securities of Chavant upon Closing were treated as issuances of securities of the Company upon the consummation of the Merger.

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of Mobix Labs, Inc. and its subsidiaries. The Company’s fiscal year ends on September 30.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of the Company’s consolidated financial statements requires the Company to make estimates and assumptions that affect the reported amounts of certain assets and liabilities; the reported amounts of net revenue and expenses for the periods covered and certain amounts disclosed in the notes to the consolidated financial statements. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. As future events and their effects cannot be determined with precision, actual results could differ materially from those estimates and assumptions. Areas requiring significant estimates and assumptions by the Company include, but are not limited to:

	●	valuation of stock-based compensation and equity-based awards;
	●	valuation of common stock for periods prior to the Merger;

MOBIX LABS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

	●	impairment assessments of goodwill and long-lived assets;
	●	measurement of liabilities carried at fair value, including the earnout liability, the PIPE make-whole liability and liability-classified warrants;
	●	purchase price allocations and valuations of net assets acquired in business combinations; and,
	●	provisions for income taxes and related valuation allowances and tax uncertainties.

Cash

As of September 30, 2024 and 2023, the Company’s cash balance consisted of demand deposits held at large financial institutions. The Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents. The Company had no cash equivalents as of September 30, 2024 or 2023. The amount of deposits maintained at any financial institution may exceed federally insured limits. The Company places its cash with high credit quality financial institutions and has not experienced any losses on its deposits of cash.

Accounts Receivable, net

Accounts receivable are recorded at the invoiced amount and do not bear interest. For trade accounts receivable from customers, the Company performs ongoing credit evaluations of its customers and maintains an allowance for expected credit losses. The allowance for expected credit losses represents the Company’s best estimate based on current and historical information, and reasonable and supportable forecasts of future events and circumstances. Accounts receivable deemed uncollectible are charged against the allowance for expected credit losses when identified. The allowance for expected credit losses as of September 30, 2024 and 2023 and bad debt expense for the years ended September 30, 2024 and 2023 were not material.

Inventory

Inventory is stated at the lower of cost, determined on a first-in, first-out basis, or net realizable value. Inventory costs consist of purchased materials, outside manufacturing costs, inbound freight and receiving costs, and capitalized overhead. The Company records an inventory reserve for losses associated with excess and obsolete items, based on available information and the Company’s current expectations of future demand, product obsolescence and market conditions. Any provision for excess and obsolete inventory is charged to cost of sales and is a permanent reduction of the carrying value of inventory. The reserve for excess and obsolete inventory as of September 30, 2024 and 2023 and write-downs of obsolete inventory for the years ended September 30, 2024 and 2023 were not material.

Property and equipment, net

The Company’s property and equipment primarily consists of laboratory equipment, computer hardware, equipment, furniture and fixtures and leasehold improvements. Property and equipment are recorded at cost less accumulated depreciation and any accumulated impairment losses. Depreciation and amortization are computed using the straight-line method over the assets’ estimated useful lives. Major improvements are capitalized, while routine maintenance and repairs which do not significantly improve or extend the useful life of an asset are expensed when incurred. Upon the sale or retirement of assets, costs and the related accumulated depreciation and amortization are removed from the accounts and any gain or loss is included in the consolidated statements of operations and comprehensive loss.

Intangible Assets, net

The Company’s intangible assets principally consist of acquired developed technology and customer relationships and have finite lives ranging from one to fifteen years. The Company amortizes intangible assets over their useful lives on a straight-line basis, which the Company believes approximates the pattern in which the economic benefits of the intangible assets are expected to be utilized. To the extent that an acquired developed technology is incorporated in, or used to produce, a product the Company currently produces and sells, the related amortization expense is included in cost of revenue in the consolidated statements of operations and comprehensive loss. Amortization expense on other acquisition-related intangible assets is included in operating expenses.

MOBIX LABS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

Impairment of Long-Lived Assets

The Company reviews its long-lived assets, consisting of property and equipment and intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The Company regularly reviews its operating performance for indicators of impairment. Factors considered important that could trigger an impairment review include a significant underperformance relative to expected historical or projected future operating results, or a significant change in the manner of the use of the assets. The Company performs impairment testing at the asset group level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of these assets is determined by comparing the forecasted undiscounted cash flows attributable to such assets including any cash flows upon their eventual disposition to their carrying value. If the carrying value of the assets exceeds the forecasted undiscounted cash flows, then the assets are written down to their fair value. The Company recognized impairment losses on long-lived assets of $1,333 and $0, respectively, for the years ended September 30, 2024 and 2023. See Note 7, Intangible Assets, net.

Goodwill

Goodwill represents the excess of the fair value of purchase consideration of an acquired business over the fair value of the identifiable net assets acquired. Goodwill is not amortized but is tested for impairment at a reporting unit level on an annual basis on July 31, or more frequently if circumstances change or an event occurs that would more likely than not reduce the fair value of a reporting unit below its carrying amount.

Significant judgment may be required when goodwill is assessed for impairment. Qualitative factors may be assessed to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the assessment of all relevant qualitative factors indicates that it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, a quantitative goodwill impairment test is not necessary. If the assessment of all relevant qualitative factors indicates that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company will perform a quantitative goodwill impairment test. The quantitative impairment test for goodwill consists of a comparison of the fair value of a reporting unit with its carrying value, including the goodwill allocated to that reporting unit. If the carrying value of a reporting unit exceeds its fair value, the Company will recognize an impairment loss equal to the amount of the excess, limited to the amount of goodwill allocated to that reporting unit. Application of the impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units and the determination of fair value of each reporting unit. The Company performed its annual qualitative impairment test and determined it was not more likely than not that the fair value of its reporting unit was less than its carrying amount. The Company did not record any goodwill impairment losses for the years ended September 30, 2024 and 2023.

Deferred Transaction Costs

The Company capitalizes certain legal, accounting, and other third-party fees that are directly related to a planned equity financing, including the Merger, until such financing is consummated. After consummation of an equity financing, these costs are recorded as a reduction of the proceeds received as a result of the financing. Should a planned equity financing be abandoned, terminated or significantly delayed, the deferred transaction costs would be immediately written off to operating expenses.

Business Combinations

The Company allocates the purchase price of an acquisition to the tangible assets acquired, liabilities assumed, and intangible assets acquired, based on their estimated fair values. The excess of the purchase price over the fair values of the net assets acquired is recorded as goodwill.

MOBIX LABS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

Accounting for business combinations requires that management make significant estimates and assumptions to determine the fair value of assets acquired and liabilities assumed at the acquisition date. Although management believes the assumptions and estimates to be reasonable and appropriate, they are inherently uncertain. Critical estimates in valuing certain acquired assets may include, but are not limited to, expected future cash flows including revenue growth rate assumptions from product sales, customer contracts and acquired technologies, expected costs to develop acquired technology into commercially viable products, estimated cash flows from the projects when completed, including assumptions associated with the technology migration curve and expected selling, general and administrative costs. The discount rates used to discount expected future cash flows to present value are typically derived from a weighted-average cost of capital analysis and are adjusted to reflect inherent risks. Unanticipated events and circumstances may occur that could affect either the accuracy or validity of such assumptions, estimates or actual results.

Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The Company uses a three-tiered hierarchy for inputs used in measuring fair value that emphasizes the use of observable inputs over the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are market participant assumptions based on market data obtained from sources independent of the Company. Unobservable inputs are the Company’s own assumptions of what market participants would use in pricing an asset or liability based on the best information available in the circumstances. The financial and nonfinancial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement.

As a basis for considering such assumptions, a three-tier hierarchy is used in management’s determination of fair value based on the reliability and observability of inputs as follows:

Level 1 — Observable inputs that include quoted prices in active markets for identical assets or liabilities.

Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 — Unobservable pricing inputs that are generally less observable from objective sources, such as discounted cash flow models or valuations.

The Company’s non-financial assets, including property and equipment, intangible assets and goodwill, are measured at estimated fair value on a nonrecurring basis. These assets are adjusted to fair value only when an impairment is recognized, or in the event an asset is held for sale.

Simple Agreements for Future Equity (SAFEs)

In 2022, the Company issued SAFEs to certain investors. The SAFEs provided for automatic conversion into shares of the Company’s common stock or preferred stock upon the occurrence of certain events. The number of shares issuable upon conversion was dependent upon a number of factors, including the prices at which the Company may subsequently sell its equity, the Company’s capitalization and the occurrence of certain events. The SAFEs also required cash settlement by the Company in certain circumstances, such as in the event of a liquidation or dissolution of the Company. The Company performed an assessment of the specific terms of the SAFEs under the applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity (“ASC 480”) and concluded that the SAFEs be classified as liabilities in the consolidated balance sheets. The Company initially recorded the SAFEs at their fair value and remeasured the SAFEs to fair value at each reporting date. During the years ended September 30, 2024 and 2023 all of the SAFEs were converted into shares of the Company’s common stock and as of September 30, 2024 no SAFEs remain outstanding.

The Company estimated the fair value of the SAFEs using a probability weighted expected return method (“PWERM”). The PWERM is a scenario-based analysis that estimates the value of the SAFEs based on the probability weighted present value of expected future investment returns, considering each of the possible outcomes available to the Company. The Company classified 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.

MOBIX LABS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

Fair Value of Common Stock

Prior to the Closing, there was no public market for the Company’s common stock, and the Company determined the fair value of shares of its common stock considering a number of objective and subjective factors, including: third-party valuations of its common stock, the valuation of comparable companies, sales of the Company’s common stock to outside investors in arms-length transactions, the Company’s forecasted financial performance, operational developments and milestones, the lack of marketability of the underlying common stock, the likelihood of achieving a liquidity event, and the general and industry specific economic outlook, among other factors. The fair value of the Company’s common stock was determined in accordance with applicable elements of the American Institute of Certified Public Accountants guide, Valuation of Privately Held Company Equity Securities Issued as Compensation. Subsequent to the Closing, the Company determines the fair value of shares of its common stock by reference to quoted market prices.

Classification of Warrants

The Company accounts for warrants to purchase its common stock as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC Topic 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the liability classification requirements pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent period end date while the warrants are outstanding.

Net Loss Per Share

Basic and diluted net loss per share attributable to common stockholders is presented using the two-class method required for participating securities. Under the two-class method, net loss is attributed to the Class A and Class B common stock and other participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed using the weighted-average number of shares and the effect of potentially dilutive securities outstanding during the period. For a period in which the Company reports a net loss, diluted net loss per share is similar to basic net loss per share because potentially dilutive common shares are not assumed to have been issued if their effect is antidilutive. See Note 10, Net Loss Per Share.

Stock-Based Compensation

The Company estimates the fair value of stock option awards using the Black-Scholes-Merton (“Black-Scholes”) option-pricing model. The fair value of each stock option award is recognized as compensation expense on a straight-line basis over the requisite service period, which is typically four years. The Company has elected to account for forfeitures as they occur and initially records stock-based compensation expense assuming all option holders will complete the requisite service period. If an employee forfeits an award because they fail to complete the requisite service period, the Company reverses any previously recognized stock-based compensation expense in the period the award is forfeited.

The Black-Scholes model considers several variables and assumptions in estimating the fair value of stock-based awards. These variables include:

	●	the per share fair value of the underlying common stock;
	●	the exercise price;
	●	the risk-free interest rate;
	●	the expected term;
	●	expected stock price volatility over the expected term; and,
	●	the expected annual dividend yield.

MOBIX LABS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

The expected term represents the period over which the stock-based award is expected to remain outstanding and is estimated based on historical experience of similar awards, vesting schedules and expectations of future employee behavior. The risk-free interest rate is based on the yield available on U.S. Treasury zero-coupon issues similar in duration to the expected term of the stock-based award. Because there is a limited trading history for the Class A Common Stock, the Company estimates expected stock price volatility based on the historical volatility of the stock prices of similar publicly traded peer companies. The Company estimates the expected annual dividend yield will be zero because the Company does not currently expect to declare dividends on its common stock.

Stock-based compensation awards also include restricted stock units (“RSUs”). RSUs entitle the holder to receive a number of shares of the Company’s Class A common stock, generally subject to service-based vesting conditions and, in some cases, other conditions. The Company establishes the fair value of each RSU based on the grant date fair value of the underlying shares of its Class A common stock. The Company recognizes stock-based compensation expense for RSUs over the requisite service period, as applicable, or upon determination that the satisfaction of performance-based criteria is probable.

Segment Information

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is its Chief Executive Officer, who makes resource allocation decisions and assesses performance based on financial information presented on an aggregate basis. Accordingly, the Company has determined that it operates in a single operating segment and, therefore, one reportable segment.

Comprehensive Loss

Comprehensive loss includes the Company’s net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. There were no differences between the Company’s net loss and comprehensive loss for the years ended September 30, 2024 and 2023.

Revenue Recognition

The Company accounts for revenue from contracts with customers in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). The Company derives its revenues primarily from product sales to equipment manufacturers. The Company recognizes product revenue when it satisfies performance obligations under the terms of its contracts and upon transfer of control when title transfers (either upon shipment to or receipt by the customer, as determined by the terms of the contract) net of accruals for estimated sales returns and allowances. Such sales returns and allowances were not material for the years ended September 30, 2024 and 2023. The Company does not have material variable consideration, and the Company’s revenue arrangements do not contain significant financing components. Payment terms are principally net 30 days to net 45 days.

The Company generally offers a limited warranty to customers covering a period of twelve months which obligates the Company to repair or replace defective products. The warranty is not sold separately and does not represent a separate performance obligation. Therefore, the Company accounts for such warranties under ASC Topic 460, Guarantees, and the estimated costs of warranty claims are accrued as cost of revenue in the period the related revenue is recorded. The Company accrues for warranty and indemnification issues if a loss is probable and can be reasonably estimated. Warranty and indemnification expenses have historically been insignificant.

The Company includes shipping and handling fees billed to customers as part of net revenue. The Company includes shipping and handling costs associated with outbound freight in cost of revenue. Sales and other taxes the Company collects, if any, are excluded from revenue.

There were no contract assets recorded on the consolidated balance sheets as of September 30, 2024 or 2023. In some instances, the Company receives a partial payment of the sales price from the customer at the time an order is placed. Any such prepayments are recorded as a liability included in “Accrued expenses and other current liabilities” on the consolidated balance sheets and are recognized in net revenue when the Company satisfies the related performance obligations, typically as products are shipped. All incremental customer contract acquisition costs are expensed as incurred as the amortization period of the asset that the Company otherwise would have recognized is one year or less in duration.

MOBIX LABS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

Cost of Revenue

Cost of revenue includes costs of materials, contract manufacturing services, including costs associated with the assembly, testing and shipping of 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 engineering services or the manufacture or sourcing of products, facility costs and depreciation.

Advertising Expense

Advertising costs include spending for items such as marketing and promotional items, trade shows, sponsorships, and other programs. The Company expenses advertising costs as incurred. Advertising expenses were $91 and $175 for the years ended September 30, 2024 and 2023, respectively.

Research and Development Expense

Research and development expenses consist of costs incurred to perform product design and development activities, including employee compensation and benefits (including stock-based compensation), outside services, design tools, supplies, facility costs, depreciation and amortization of acquired developed technology. The Company expenses all research and development costs as incurred.

Selling, General and Administrative Expense

Selling, general and administrative expenses consist of employee compensation and benefits (including stock-based compensation) of executive and administrative staff including human resources, accounting, information technology, sales and marketing, outside professional and legal fees, insurance, advertising and promotional programs, travel and entertainment, and facility costs.

Income Taxes

The Company accounts for income taxes using the asset and liability method whereby deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The effect on deferred tax assets and liabilities of a change in tax laws is recognized in the results of operations in the period the new laws are enacted. 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, ongoing tax planning, and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis. Based on the level of historical losses, 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.

The Company recognizes liabilities for uncertain tax positions based on a two-step process regarding recognition and measurement. The Company recognizes a tax benefit only if it is more likely than not the tax position will be sustained on examination by the local taxing authorities based on the technical merits of the position. Then the Company measures the tax benefits recognized in the financial statements from such positions based on the largest amount that is greater than 50% likely to be realized upon ultimate settlement with the related tax authority. Subsequent changes in recognition or measurement are reflected in the period in which the change in judgment occurs based on new information not previously available.

MOBIX LABS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

Accounting Pronouncements Recently Adopted

The Company is an “emerging growth company,” as defined in the Securities Act. Under the Jumpstart Our Business Startups Act of 2012, an emerging growth company has the option to adopt new or revised accounting guidance either (i) within the same periods as otherwise applicable to public business entities, or (ii) within the same time periods as non-public business entities, including early adoption when permissible. With the exception of accounting guidance the Company elected to early adopt, when permissible, the Company has elected to adopt new or revised accounting guidance within the same time periods as non-public business entities.

In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments — Credit Losses (Topic 326) (“ASU 2016-13”), which provides guidance on measurement of credit losses on financial instruments. This ASU adds a current expected credit loss impairment model to GAAP that is based on expected losses rather than incurred losses whereby a broader range of reasonable and supportable information is required to be utilized in order to derive credit loss estimates. The Company adopted this guidance on a modified retrospective basis on October 1, 2023, with no material impact to the consolidated financial statements.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). ASU 2021-08 requires that an entity recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606 as if the acquiring entity had originated the contracts. The Company adopted this guidance on a prospective basis to business combinations occurring on or after October 1, 2023, with no material impact on its financial position or results of operations.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 expands segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. The disclosures required under ASU 2023-07 are also required for public entities with a single reportable segment. The ASU is effective for the Company’s fiscal year beginning October 1, 2024 and for interim periods within the Company’s fiscal year beginning October 1, 2025, with early adoption permitted. The Company does not expect adoption of ASU 2023-07 will have a material impact on its financial position or results of operations.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The ASU is effective for the Company’s fiscal year beginning October 1, 2025. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The Company does not expect adoption of ASU 2023-09 will have a material impact on its financial position or results of operations.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”). ASU 2024-03 requires disclosure in the notes to the financial statements of specified information about certain costs and expenses. The ASU is effective for the Company’s fiscal year beginning October 1, 2027, and for interim periods within the Company’s fiscal year beginning October 1, 2028, with early adoption permitted. The Company is currently evaluating the ASU to determine the impact it will have on the Company’s financial statements and related disclosures.

Leases (Details Narrative) $ in Thousands	12 Months Ended
Leases (Details Narrative) $ in Thousands	Sep. 30, 2024 USD ($) ft²	Sep. 30, 2023 USD ($)	Aug. 31, 2027
Area of land \| ft²	19,436
Security deposit	$ 400
Operating lease payments	$ 563	$ 530
Operating lease weighted average remaining lease term	2 years 9 months 18 days
Operating lease weighted average discount rate percent	15.60%
Operating lease right of use asset	$ 192
Operating lease right of use asset, increase	1,022	$ 1,030
Operating lease liability, increase	1,452
Maximum [Member]
Operating lease right of use asset, increase	814
Operating lease liability, increase	$ 814
Forecast [Member] \| Minimum [Member]
Lessee operating lease remaining lease term			2 years 2 months 12 days
Forecast [Member] \| Maximum [Member]
Lessee operating lease remaining lease term			2 years 10 months 24 days

Intangible Assets, net (Tables)

12 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets Net

Intangible assets, net consist of the following:

	Estimated	September 30, 2024							September 30, 2023
	Useful Life (years)	Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net

Developed technology	7 – 10	$	5,689	$	(2,216	)	$	3,473	$	7,289	$	(2,238	)	$	5,051
Customer relationships	12 – 15		11,900		(458	)		11,442		300		(64	)		236
Trade names	2 – 2.5		300		(68	)		232		—		—			—
Backlog	1		300		(236	)		64		—		—			—
		$	18,189	$	(2,978	)	$	15,211	$	7,589	$	(2,302	)	$	5,287

Schedule of Estimated Future Amortization Expense for Intangible Assets

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

Years ending September 30,

2025	$	1,693
2026		1,589
2027		1,510
2028		1,498
2029		1,498
Thereafter		7,423
Total	$	15,211

Acquisitions

12 Months Ended

Sep. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Acquisitions

Note 4 — Acquisitions

RaGE Systems, Inc.

On May 21, 2024, the Company completed the acquisition of RaGE Systems when the Company acquired all of the issued and outstanding common shares of RaGE Systems pursuant to a business combination agreement (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. The Company believes the acquisition of RaGE Systems expands its expertise in wireless communications and will allow it to deliver solutions that address a wider variety of applications and markets.

Aggregate consideration for the acquisition was $9,518, consisting of 3,214,045 shares of the Company’s Class A Common Stock having a fair value of $7,682 and $2,000 in cash, of which $200 was payable on the closing date; $1,000 payable on November 15, 2024 and $800 payable on April 15, 2025. The Company also entered into employment agreements with each of the RaGE stockholders. The RaGE Business Combination Agreement also provides the RaGE stockholders with “piggy-back” registration rights, subject to certain requirements and customary conditions.

The Company accounted for the acquisition of RaGE systems as a business combination. The following table summarizes the amount of the aggregate purchase consideration and the preliminary allocation to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values, of which the valuation of intangible assets is subject to finalization:


Purchase consideration:
Common stock issued to seller	$	7,682
Cash consideration (at present value)		1,836
Total Purchase Consideration	$	9,518
Allocation:
Cash	$	420
Accounts receivable		558
Inventory		1,146
Other current assets		5
Property and equipment		275
Operating lease right-of-use asset		192
Intangible asset—customer relationships		7,400
Intangible asset—developed technology		300
Intangible asset—trade name		200
Goodwill		4,008
Other assets		57
Accounts payable		(1,647	)
Accrued expenses		(1,622	)
Operating lease liability		(192	)
Deferred tax liability		(1,582	)
	$	9,518

The Company estimated the useful lives of the customer relationships, developed technology and trade name intangible assets are twelve years, seven years, and two and one-half years, respectively. The goodwill is primarily attributed to expected synergies for the combined operations and is not deductible for income tax purposes.

MOBIX LABS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

Pursuant to the RaGE Business Combination Agreement, the RaGE stockholders are entitled to receive possible earnout payments of up to $8,000 (the “RaGE Earnout”), payable one-half in cash and one-half in shares of the Company’s Class A Common Stock, based upon both (i) the attainment of certain financial targets measured over calendar years 2024 and 2025 and (ii) continued employment with the Company. Because the RaGE Earnout is linked to continued employment with the Company in the post-acquisition period, the Company determined that the related cost must be recognized as an operating expense in the post-acquisition period, and no portion was accounted for as part of the purchase consideration. As of September 30, 2024, the Company estimated the amount of the payments it expects to make under the RaGE Earnout, based upon its expectation of the level of achievement of the financial targets over the measurement period, and for the year ended September 30, 2024 the Company recognized expense of $2,985, which is included in selling, general and administrative expense in the consolidated statements of operations and comprehensive loss.

The operating results of RaGE Systems are included in the Company’s consolidated financial statements for periods subsequent to the acquisition date. The amounts of net revenue and net income of RaGE Systems included in the Company’s consolidated statement of operations and comprehensive loss for the year ended September 30, 2024 were $2,739 and $201, respectively.

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 $1,348 during the year ended September 30, 2024. The remaining $697 cash portion of the consideration is payable in quarterly installments of $174 through June 2025.

The merger agreement with EMI Solutions provided that in the event that Legacy Mobix did not complete an initial public offering (including the Merger) within twenty-four months following the completion of the acquisition of EMI Solutions, the sellers could require the Company to pay all unpaid cash consideration and provided the sellers a “put right” wherein the sellers could require that the Company repurchase the 964,912 shares of common stock for a cash amount equal to $6.84 per share. The Company evaluated the terms of the related agreement and concluded that the shares of common stock issued as consideration were contingently redeemable common stock, and required recognition as temporary equity, because the events that determine whether the Company will be required to repurchase the 964,912 shares of its common stock for cash are not within the Company’s control. At the time of completion of the acquisition, the Company estimated the fair value of the contingently redeemable common stock at $8,856, based upon the fair value of the Legacy Mobix common stock, adjusted to include the fair value of the put right. The Company estimated the fair value of the put right using the Black-Scholes option pricing model with the following assumptions: expected volatility of 55.0%; no expected dividend yield; risk-free interest rate of 4.5%; and a contractual term of two years. The Company included this amount as part of the value of the purchase consideration. After the Closing of the Merger with Chavant on December 21, 2023, the common stock was no longer contingently redeemable, and the Company reclassified the value of the contingently redeemable common stock to permanent equity at its carrying value of $8,856, with no gain or loss recognized.

MOBIX LABS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

The following table summarizes the amount of the aggregate purchase consideration and the allocation to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values:

Purchase consideration:
Contingently redeemable common stock issued to seller	$	8,856
Cash consideration (at present value)		2,041
	$	10,897
Allocation:
Cash	$	45
Accounts receivable		387
Inventory		155
Other current assets		7
Property and equipment		107
Other assets		30
Intangible asset—customer relationships		4,500
Intangible asset—backlog		300
Intangible asset—trade name		100
Goodwill		6,841
Accounts payable		(228	)
Accrued expenses		(263	)
Deferred tax liability		(1,084	)
	$	10,897

The Company estimated the useful lives of the customer relationships, trade names and backlog intangible assets are fifteen years, two years and one year, respectively. The goodwill is primarily attributed to expected synergies for the combined operations and is not deductible for income tax purposes.

The operating results of EMI Solutions are included in the Company’s consolidated financial statements for periods subsequent to the acquisition date. The amounts of net revenue and net loss of EMI Solutions included in the Company’s consolidated statement of operations and comprehensive loss for the year ended September 30, 2024 were $2,774 and $(887), respectively.

Pro forma information

The following table shows unaudited pro forma net revenue and net loss of the Company, as if the acquisitions of EMI Solutions and RaGE Systems had each been completed as of October 1, 2022. The unaudited pro forma information is presented for informational purposes only and is not necessarily indicative of future operations or results had the acquisitions occurred on October 1, 2022.

	2024			2023
	Year ended September 30,
	2024			2023

Net revenue	$	10,268		$	8,802
Net loss		(21,436	)		(40,558	)

MOBIX LABS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

Goodwill (Tables)

12 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Changes in Carrying Amount of Goodwill

The following table summarizes changes in the carrying amount of goodwill during the year ended September 30, 2024. There were no changes in the carrying amount of goodwill during the year ended September 30, 2023.


Balance at September 30, 2023	$	5,217
Balance	$	5,217
Acquisition of EMI Solutions		6,841
Acquisition of RaGE Systems		4,008
Balance at September 30, 2024	$	16,066
Balance	$	16,066

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
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-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
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-Section 50
-Paragraph 1
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (f)
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-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
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-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-2

+ Details

Property and Equipment, net (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 472	$ 449
Carrying value	$ 584

Net Loss Per Share (Tables)

12 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Schedule of Earnings Per Share Basic and Diluted


	Year ended September 30,
	2024						2023
	Class A			Class B			Common Stock
Basic net loss per share of Class A and Class B Common Stock:
Numerator:
Allocation of net loss	$	(18,452	)	$	(1,582	)	$	(39,621	)
Deemed dividend from warrant price adjustment		(609	)		(52	)		—
Net loss available to common stockholders	$	(19,061	)	$	(1,634	)	$	(39,621	)
Denominator:
Weighted-average shares outstanding		26,175,279			2,244,314			14,612,600
Basic net loss per share of Class A and Class B Common Stock	$	(0.73	)	$	(0.73	)	$	(2.71	)

Diluted net loss per share of Class A and Class B Common Stock:
Numerator:
Net loss available to common stockholders	$	(19,061	)	$	(1,634	)	$	(39,621	)
Change in fair value of PIPE make-whole liability		(764	)		(66	)		—
Change in fair value of liability-classified warrants		(634	)		(54	)		—
Reallocation of net loss as a result of conversion of Class B to Class A Common Stock		(1,754	)		—			—
Reallocation of net loss		—			63			—
Allocation of net loss	$	(22,213	)	$	(1,691	)	$	(39,621	)

Denominator:
Number of shares used in basic earnings per share calculation		26,175,279			2,244,314			14,612,600
Shares issuable in satisfaction of PIPE make-whole liability		727,223			—			—
Shares issuable under liability-classified warrants		336,205			—			—
Conversion of Class B to Class A Common Stock		2,244,314			—			—
Number of shares used in per share computation		29,483,021			2,244,314			14,612,600
Diluted net loss per share of Class A and Class B Common Stock	$	(0.75	)	$	(0.75	)	$	(2.71	)

Schedule of Antidilutive Shares


	Year ended September 30,
	2024		2023

Public Warrants and Private Warrants		9,000,000		—
PIPE Common Warrants and Placement Agent Warrants		5,956,835		—
Earnout Shares		3,500,000		—
Shares issuable under Rage Earnout		1,285,618		—
RSUs		4,463,253		209,494
Stock options		2,740,846		5,905,684
Convertible preferred stock (on an as-converted basis)		—		2,254,901
Common stock warrants		1,561,945		700,388
Antidilutive Shares		28,508,497		9,070,467

Schedule of Common Stock Available for Issuance (Details) - Common Class A [Member] - shares	Sep. 30, 2024	Sep. 30, 2023
Class of Stock [Line Items]
Authorized number of shares of Class A Common Stock	285,000,000	285,000,000
Class A Common Stock outstanding	32,824,230	0
Reserve for conversion of Class B Common Stock	2,129,901
Reserve for exercise of the Public Warrants and Private Warrants	9,000,000
Reserve for exercise of other common stock warrants	9,675,800
Reserve for Earnout Shares	3,500,000
Reserve for RaGE Earnout	1,285,618
Stock options and RSUs outstanding	7,204,099
Awards available for grant under 2023 Equity Incentive Plan	1,840,022
Reserve for issuance under 2023 Employee Stock Purchase Plan	687,055
Class A Common Stock available for issuance	216,853,275

Schedule of Property and Equipment Net (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 2,526	$ 2,893
Less: Accumulated depreciation	(1,349)	(1,034)
Property and equipment, net	1,177	1,859
Equipment And Furniture [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 948	858
Equipment And Furniture [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimaed useful life	5 years
Equipment And Furniture [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimaed useful life	7 years
Laboratory Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 687	601
Estimaed useful life	5 years
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 891	850
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration]	Useful Life, Lease Term [Member]
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross		$ 584

Reverse Recapitalization

12 Months Ended

Sep. 30, 2024

Reverse Recapitalization

Reverse Recapitalization

Note 3 — Reverse Recapitalization

As discussed in Note 1, Company Information, the Closing of the Merger occurred on December 21, 2023. In the Merger, as provided for in the Business Combination Agreement:

	●	All of Legacy Mobix’s 18,139,258 issued and outstanding shares of common stock were cancelled and converted into the same number of shares of the Company’s Class A Common Stock;
	●	All of Legacy Mobix’s Founders Redeemable Convertible Preferred Stock and Series A Redeemable Convertible Preferred Stock, totaling 2,254,901 shares, was converted into the same number of shares of the Company’s Class B Common Stock;

MOBIX LABS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

	●	All of Legacy Mobix’s convertible notes were converted into shares of Legacy Mobix common stock immediately prior to Closing and pursuant to their terms, totaling 30,045 shares, which were then cancelled and converted into the same number of shares of the Company’s Class A Common Stock;
	●	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 RSUs were assumed by the Company and converted into RSUs covering the same number of shares of the Company’s Class A Common Stock.

The other related events that occurred in connection with the Closing include the following:

	●	The Company entered into the PIPE Subscription Agreements, as described below;
	●	The Company entered into the Sponsor PIPE Subscription Agreement, Sponsor Warrant and Sponsor Letter Agreement, as described below;
	●	The Company entered into a non-redemption agreement with a stockholder, as described below;
	●	The Company entered into an amendment to its Business Combination Marketing Agreement, as described below;
	●	The Company assumed the 6,000,000 public warrants (“Public Warrants”) and 3,400,000 private placement warrants (“Private Warrants”) originally issued by Chavant in 2021 in connection with its initial public offering, as described in Note 17, Warrants;
	●	The Company adopted the 2023 Employee Stock Purchase Plan and the 2023 Equity Incentive Plan, as described in Note 18, Equity Incentive Plans;
	●	The Company adopted an amended and restated certificate of incorporation and amended and restated bylaws; and
	●	The Company entered into indemnification agreements with each of its directors and officers.

PIPE Subscription Agreements

In connection with the Merger, Chavant entered into the PIPE Subscription Agreements with certain accredited investors and pursuant to which the investors agreed to purchase an aggregate of 1,975,000 shares of Class A Common Stock of Chavant at a price of $10.00 per share for an aggregate amount of $19,750 in cash. Subsequent to the Closing, the number of shares purchased by the PIPE investors was adjusted through the issuance of additional shares of Class A Common Stock. See “Make-Whole Shares,” below.

The PIPE investors also received warrants to purchase 1,950,000 shares of Class A Common Stock at an exercise price of $0.01 per share, of which warrants to purchase 200,000 shares are immediately exercisable and warrants to purchase 1,750,000 shares are exercisable upon obtaining stockholder approval, which the Company expects to obtain in 2025.

Sponsor PIPE Subscription Agreements, Sponsor Warrant and Sponsor Letter Agreement

On December 19, 2023, Chavant entered into the Sponsor PIPE Subscription Agreement with the Sponsor pursuant to which the Sponsor agreed to purchase, in a private placement that closed substantially concurrently with the Closing, 199,737 shares of Class A Common Stock at a price of $10.00 per share. The aggregate purchase price of $1,997 was paid through the forgiveness of certain obligations of Chavant. Subsequent to the Closing, the number of shares purchased by the Sponsor was adjusted through the issuance of additional shares of Class A Common Stock. See “Make-Whole Shares,” below.

In connection with the execution of the Sponsor PIPE Subscription Agreement, Legacy Mobix issued to the Sponsor a warrant to purchase 272,454 shares of Legacy Mobix common stock at an exercise price of $0.01 per share, exercisable upon the closing of the Sponsor PIPE Subscription Agreement (the “Sponsor Warrant”). The Sponsor Warrant was exercised at the closing of the Sponsor PIPE Subscription Agreement and, following net settlement into 272,182 shares of Legacy Mobix common stock, converted into 272,182 shares of Class A Common Stock of the Company in connection with the Closing.

MOBIX LABS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

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. Subsequent to the Closing, the number of shares the advisors received was adjusted through the issuance of additional shares of Class A Common Stock. See “Make-Whole Shares,” below.

Earnout Shares

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 volume-weighted average price (“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 September 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 $1,680. 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 September 30, 2024, the Company recognized a non-cash gain of $31,879 for the year ended September 30, 2024, which is included in “Change in fair value of earnout liability” in the consolidated statements of operations and comprehensive loss.

MOBIX LABS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

Make-Whole Shares

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 a specified period (the “Adjustment Period VWAP”) is less than $10.00 per share. In such case, the PIPE Investors were 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 was deemed to be $7.00. The adjustment period ended on August 30, 2024. The Company issued 1,052,029 shares of its Class A Common Stock to the PIPE Investors, the Sponsor and certain advisors in settlement of the liability for the Make-Whole Shares.

The Make-Whole Shares were 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. The fair value of the 1,052,029 shares of Class A Common Stock issued in settlement of the liability for the Make-Whole Shares was $1,241. As a result of the decrease in the fair value of the liability, the Company recorded a non-cash gain of $830 for the year ended September 30, 2024, which is included in “Change in fair value of PIPE make-whole liability” in the 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.

MOBIX LABS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

The following tables reconcile elements of the Merger to the Company’s consolidated financial statements, and should be read in conjunction with the footnotes referenced above:

	Shares

Chavant public shares, net of redemptions		111,005
Chavant founder shares, net of shares forfeited		1,341,369
PIPE investors’ shares		1,975,000
Settlement of PIPE warrant		199,800
Sponsor PIPE subscription		199,737
Settlement of Sponsor Warrant		272,182
Settlement of warrant to non-redeeming shareholder		202,489
Amendment to Business Combination Marketing Agreement		280,000
Total Chavant shares outstanding immediately prior to the Merger		4,581,582

Legacy Mobix rollover shares		18,139,258
Conversion of Legacy Mobix convertible notes		30,045
Conversion of Legacy Mobix SAFEs		150,953
Total number of Class A common shares issued in the Merger		22,901,838

Closing proceeds:
Proceeds from Chavant trust fund	$	1,264
Proceeds from PIPE investment		19,750

Closing disbursements:
Legacy Mobix Merger-related transaction costs		(3,747	)
Chavant Merger-related transaction costs		(2,219	)
Net cash proceeds from the Merger at Closing		15,048

Legacy Mobix Merger-related transaction costs paid prior to closing		(983	)
Net cash proceeds		14,065

Non-cash activity:
Conversion of Legacy Mobix convertible notes to Class A Common Stock		206
Conversion of Legacy Mobix SAFEs to Class A Common Stock		1,522
Conversion of Legacy Mobix redeemable convertible preferred stock to Class B Common Stock		2,300
Unpaid Merger-related transaction costs assumed from Chavant		(871	)
Unpaid Merger-related transaction costs of Legacy Mobix		(1,633	)
Merger-related transaction costs expensed		4,009

Liability-classified instruments at closing:
Fair value of earnout liability		(33,559	)
Fair value of PIPE make-whole liability		(2,071	)
Fair value of Private Warrants		(150	)
Net equity impact of the Merger	$	(16,182	)

Subsequent to the Closing, the Company paid $982 of the Merger-related transaction costs and negotiated a $99 reduction of the unpaid transaction costs.

MOBIX LABS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

Income Taxes

12 Months Ended

Sep. 30, 2024

Income Tax Disclosure [Abstract]

Income Taxes

Note 15 — Income Taxes

Substantially all of the Company’s pretax loss was generated in the United States. The provision (benefit) for income taxes consists of the following:

Schedule of Provision for Income Taxes


	Year ended September 30,
	2024			2023

Current
Federal	$	—		$	—
State		3			1
Total current		3			1

Deferred
Federal		(2,198	)		66
State		(234	)		—
Total deferred		(2,432	)		66
Provision (benefit) for income taxes	$	(2,429	)	$	67

The provision for income taxes differs from the amount computed by applying the U.S. federal statutory rate of 21% to the Company’s loss before income taxes as follows:

Schedule of Loss Before Income Tax


	Year ended September 30,
	2024			2023

Income tax benefit computed at the U.S. federal statutory rate	$	(4,717	)	$	(8,306	)
State and local income tax benefits, net of federal benefit		(731	)		(1,498	)
Change in valuation allowance		4,865			7,936
Non-deductible transaction costs		1,181			635
Fair value of warrants issued to lenders		154			470
Research and development credits		—			58
State tax rate change		(14	)		(22	)
Change in fair value of earnout liability		(6,695	)		—
Stock-based compensation		1,107			576
Non-deductible executive compensation		1,916			—
Other		505			218
Provision (benefit) for income taxes	$	(2,429	)	$	67

Deferred tax liabilities, net consist of the following:

Schedule of Deferred Liabilities


	September 30,
	2024			2023

Deferred tax assets:
Net operating losses	$	14,312		$	8,268
Section 174 capitalized costs		2,843			2,832
Stock-based compensation		4,190			3,632
Lease liabilities		340			376
Accrued liabilities		190			581
Other		919			137
Total gross deferred tax assets		22,794			15,826
Valuation allowance		(19,152	)		(14,287	)
Net deferred tax assets		3,642			1,539

Deferred tax liabilities:
Intangible asset amortization		(3,566	)		(1,245	)
Fixed asset depreciation		(156	)		(137	)
Operating lease ROU assets		(240	)		(243	)
Total gross deferred tax liabilities		(3,962	)		(1,625	)
Deferred tax liabilities, net	$	(320	)	$	(86	)

In connection with the acquisitions of EMI Solutions and RaGE Systems, the Company recognized additional deferred tax liabilities totaling $2,666 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 year ended September 30, 2024 the Company recognized a deferred income tax benefit of $2,432, principally resulting from reductions of the valuation allowance on its deferred tax assets.

MOBIX LABS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

During the years ended September 30, 2024 and 2023, the Company increased the valuation allowance against its deferred tax assets by $7,297 and $7,936, respectively, which primarily related to increases in net deferred tax assets from current year activity that the Company expects will not be realized in the future. During the year ended September 30, 2024, the Company also reduced the valuation allowance and recognized a deferred tax benefit of $2,432 as a result of the deferred tax liabilities it recognized in connection with the acquisitions of EMI Solutions and RaGE Systems. As of September 30, 2024, the Company has accumulated federal and state net operating losses (“NOLs”) of $55,542 and $41,547, respectively. The federal NOLs may be carried forward indefinitely and the state NOLs begin to expire in 2031.

The Company’s ability to carry forward its NOLs and research credits may be subject to significant limitations under Section 382 of the Internal Revenue Code of 1986, as amended (“Section 382”). The federal net operating losses have an indefinite carryforward period but are available to offset only 80% of future taxable income. The Company’s ability to use its federal NOL carryforwards may be further limited if it experiences an “ownership change” as defined in Section 382.

The Company has unrecognized tax benefits of $2,080 as of September 30, 2024 and 2023. There were no changes in the Company’s unrecognized tax benefits during the fiscal years ended September 30, 2024 and 2023. The Company records interest and penalties related to unrecognized tax benefits in the provision (benefit) for income taxes in the consolidated statements of operations and comprehensive loss. As of September 30, 2024 and 2023, no accrued interest or penalties are recorded on the consolidated balance sheets, and the Company has not recorded any related expenses. The Company does not expect a significant change in its uncertain tax positions within the next twelve months.

The Company files U.S. federal and various state income tax returns. As of September 30, 2024, the U.S. federal and state tax returns are open to examination for calendar years 2021 through 2023.

The Tax Cuts and Jobs Act (“TCJA”) requires that taxpayers capitalize expenditures that qualify as Section 174 costs and recover them over five years for domestic expenditures, and fifteen years for expenditures attributed for foreign research. As of September 30, 2024, the Company has capitalized $13,537 of costs under this provision.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Warrants (Details Narrative)	1 Months Ended		12 Months Ended
Warrants (Details Narrative)	Jul. 31, 2024 USD ($) shares	Jun. 30, 2023 USD ($) shares	Sep. 30, 2024 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) shares	Mar. 31, 2023 shares
Number of warrants issued with notes payable \| shares			201,965	239,464
Proceeds from issuance of common stock			$ 3,529,000	$ 13,513,000
Payment for fee			8,000,000
Net cash proceeds			14,065,000
Recognized liability			150,000
Non cash losses			1,202,000
Common warrants of related liability.			3,819,000
Proceeds from issuance of warrants			$ 155,000	790,000
Percentage of gross proceeds			60.00%
Volume weighted average trading price of shares \| $ / shares			$ 9.20
Issued price			180.00%
Trigger price \| $ / shares			$ 18.00
Deemed dividend from warrant price adjustment			$ 661,000
Estimated fair value			330,000
Non-cash losses			180,000
Non-cash gains			$ 400,000
Fair value of selling and administrative expenses				$ 5,419,000
Investor [Member]
Number of warrants issued with notes payable \| shares			27,413	300,000	300,000
Exercise price \| $ / shares			$ 0.01	$ 3.00
Legacy Mobix's [Member]
Number of warrants issued with notes payable \| shares			201,965	239,464
Liability fair value of warrants			$ 732,000
Minimum [Member]
Exercise price \| $ / shares			$ 0.01	$ 0.01
Contractual terms			1 year	1 month
Maximum [Member]
Exercise price \| $ / shares			$ 2.00	$ 3.00
Contractual terms			2 years	12 months
Measurement Input, Price Volatility [Member]
Business combination, contingent consideration, liability, measurement input			55.0
Measurement Input, Price Volatility [Member] \| Minimum [Member]
Business combination, contingent consideration, liability, measurement input			54.8
Warrant measurement input			55.0	52.7
Measurement Input, Price Volatility [Member] \| Maximum [Member]
Business combination, contingent consideration, liability, measurement input			55.7
Warrant measurement input			55.6	54.1
Measurement Input, Expected Dividend Rate [Member]
Business combination, contingent consideration, liability, measurement input			0
Warrant measurement input			0	0
Measurement Input, Risk Free Interest Rate [Member]
Business combination, contingent consideration, liability, measurement input			4.5
Measurement Input, Risk Free Interest Rate [Member] \| Minimum [Member]
Business combination, contingent consideration, liability, measurement input			3.5
Warrant measurement input			4.7	3.6
Measurement Input, Risk Free Interest Rate [Member] \| Maximum [Member]
Business combination, contingent consideration, liability, measurement input			4.8
Warrant measurement input			5.3	5.5
Measurement Input, Expected Term [Member] \| Minimum [Member]
Contractual terms			1 year	1 month
Business combination, contingent consideration, liability, measurement input			1
Measurement Input, Expected Term [Member] \| Maximum [Member]
Contractual terms			2 years	12 months
Business combination, contingent consideration, liability, measurement input			5
Warrant [Member]
Recognized liability			$ 6,397,000
Proceeds from issuance of warrants			82,000
Private Placement [Member]
Payment of fees and expenses			415,000
PIPE Common Warrants and Placement Agent Warrants [Member]
Common warrants of related liability.			$ 1,809,000
PIPE Subscription Agreement [Member]
Exercise price \| $ / shares			$ 0.01
PIPE Subscription Agreement [Member] \| Minimum [Member]
Exercise price \| $ / shares			5.79
Trigger price \| $ / shares			9.06
PIPE Subscription Agreement [Member] \| Maximum [Member]
Exercise price \| $ / shares			11.50
Trigger price \| $ / shares			18.00
Common Class A [Member]
Exercise price \| $ / shares			$ 18.00
Deemed dividend from warrant price adjustment			$ 609,000
Common Class A [Member] \| Legacy Mobix's [Member]
Exercise price \| $ / shares			$ 0.01
Common Class A [Member] \| Private Placement [Member]
Number of warrants issued with notes payable \| shares			407,000
Prefunded Warrant [Member] \| Private Placement [Member]
Payment for fee			$ 0.001
Net cash proceeds			$ 3,000
Prefunded Warrant [Member] \| Common Class A [Member] \| Securities Purchase Agreement [Member]
Number of warrants issued with notes payable \| shares	2,877,698
Prefunded Warrant [Member] \| Series A Warrants [Member] \| Private Placement [Member]
Number of warrants issued with notes payable \| shares			2,877,698
Prefunded Warrant [Member] \| Series B Warrants [Member] \| Private Placement [Member]
Number of warrants issued with notes payable \| shares			2,877,698
PIPE Common Warrant [Member] \| Securities Purchase Agreement [Member] \| Private Placement [Member]
Payment for fee	$ 415,000
PIPE Common Warrant [Member] \| Common Class A [Member] \| Securities Purchase Agreement [Member]
Number of warrants issued with notes payable \| shares	5,755,396
Proceeds from issuance of common stock	$ 4,000,000
PIPE Common Warrants [Member]
Exercise price \| $ / shares			$ 1.39
Series A Warrants [Member]
Contractual terms			5 years
Series B Warrants [Member]
Contractual terms			12 months
Placement Agent Warrants [Member]
Number of warrants issued with notes payable \| shares			201,439
Exercise price \| $ / shares			$ 1.7375
Percentage of placement agent warrants			8.00%
Percentage of purchase a number of shares of common stock			7.00%
Public Warrants [Member]
Number of warrants issued with notes payable \| shares			6,000,000
Exercise price \| $ / shares			$ 0.01
Public Warrants [Member] \| Common Class A [Member]
Exercise price \| $ / shares			$ 11.50
Private Warrant [Member]
Number of warrants issued with notes payable \| shares			3,400,000
Sponsor [Member]
Number of warrants issued with notes payable \| shares			400,000
Warrant [Member]
Proceeds from issuance of common stock					$ 900,000
Issued price			115.00%
Warrant [Member] \| Common Class A [Member]
Number of warrants issued with notes payable \| shares			130,000
Exercise price \| $ / shares			$ 0.01
Warrants issued \| shares			103,000
Legacy Mobix Warrants [Member]
Number of warrants issued with notes payable \| shares		260,000	373,031	950		200,000
Proceeds from issuance of common stock		$ 3,000
Legacy Mobix Warrants [Member] \| Minimum [Member]
Exercise price \| $ / shares				$ 0.01
Legacy Mobix Warrants [Member] \| Maximum [Member]
Exercise price \| $ / shares				$ 3.00
Legacy Mobix Warrants [Member] \| Measurement Input, Price Volatility [Member] \| Minimum [Member]
Warrant measurement input				52.7
Legacy Mobix Warrants [Member] \| Measurement Input, Price Volatility [Member] \| Maximum [Member]
Warrant measurement input				54.1
Legacy Mobix Warrants [Member] \| Measurement Input, Risk Free Interest Rate [Member] \| Minimum [Member]
Warrant measurement input				3.6
Legacy Mobix Warrants [Member] \| Measurement Input, Risk Free Interest Rate [Member] \| Maximum [Member]
Warrant measurement input				5.4
Legacy Mobix Warrants [Member] \| Common Class A [Member]
Number of warrants issued with notes payable \| shares			369,671

Schedule of Purchase Consideration and Allocation (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Business Acquisition [Line Items]
Total Purchase Consideration	$ 9,518
Goodwill	16,066	$ 5,217
RaGE Systems Inc [Member]
Business Acquisition [Line Items]
Common stock issued to seller	7,682
Cash consideration (at present value)	1,836
Total Purchase Consideration	9,518
Cash	420
Accounts receivable	558
Inventory	1,146
Other current assets	5
Property and equipment	275
Operating lease right-of-use asset	192
Goodwill	4,008
Other assets	57
Accounts payable	(1,647)
Accrued expenses	(1,622)
Operating lease liability	(192)
Deferred tax liability	(1,582)
Total allocation	9,518
RaGE Systems Inc [Member] \| Customer Relationships [Member]
Business Acquisition [Line Items]
Intangible asset	7,400
RaGE Systems Inc [Member] \| Developed Technology Rights [Member]
Business Acquisition [Line Items]
Intangible asset	300
RaGE Systems Inc [Member] \| Trademarks and Trade Names [Member]
Business Acquisition [Line Items]
Intangible asset	$ 200

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Net revenue	$ 6,442	$ 1,224
Cost of revenue	3,890	1,620
Gross profit	2,552	(396)
Operating expenses:
Research and development	5,779	11,044
Selling, general and administrative	41,835	24,104
Impairment of long-lived assets	1,333
Loss from operations	(46,395)	(35,544)
Interest expense	1,582	3,355
Change in fair value of earnout liability	(31,879)
Change in fair value of PIPE make-whole liability	(830)
Change in fair value of SAFEs	10	655
Merger-related transaction costs expensed	4,009
Private placement costs	2,894
Other non-operating losses, net	282
Loss before income taxes	(22,463)	(39,554)
Provision (benefit) for income taxes	(2,429)	67
Net loss and comprehensive loss	(20,034)	(39,621)
Deemed dividend from warrant price adjustment	661
Net loss available to common stockholders	$ (20,695)	$ (39,621)
Net loss per share of Class A and Class B Common Stock:
Basic	$ (0.73)	$ (2.71)
Diluted	$ (0.75)	$ (2.71)
Weighted-average common shares outstanding:
Basic	28,419,593	14,612,600
Diluted	29,483,021	14,612,600

Company Information

12 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Company Information

Note 1 — Company Information

Mobix Labs, Inc. (“Mobix Labs” or the “Company”), a Delaware corporation based in Irvine, California, designs, develops and sells components and systems for advanced wireless and wired connectivity, radio frequency (“RF”), switching and electromagnetic interference (“EMI”) filtering technologies used in the consumer commercial, industrial, automotive, medical, aerospace, defense and other markets. The Company’s wireless systems solutions include products for advanced RF and millimeter wave (“mmWave”) 5G communications, mmWave imaging, software defined radio and custom RF integrated circuits targeting the commercial, industrial, and defense and aerospace sectors. The Company’s interconnect products, including EMI filter inserts and filtered and non-filtered connectors, are designed for and currently used in aerospace, military, defense and medical applications. The Company’s True Xero active optical cables (“AOCs”) are designed to meet customer needs for high-quality active optical cable solutions at an affordable price. These 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.

On December 21, 2023, (the “Closing Date”), Chavant Capital Acquisition Corp. (“Chavant”) consummated the merger pursuant to the Business Combination Agreement, dated November 15, 2022 (as amended, supplemented or otherwise modified, the “Business Combination Agreement”), by and among Chavant, CLAY Merger Sub II, Inc., a Delaware corporation and newly formed, wholly-owned direct subsidiary of Chavant (“Merger Sub”), and Mobix Labs, Inc. (“Legacy Mobix”), a Delaware corporation, pursuant to which, among other things, Merger Sub merged with and into Legacy Mobix, with Legacy Mobix surviving the merger as a wholly-owned direct subsidiary of Chavant (together with the other transactions related thereto, the “Merger”). In connection with the consummation of the Merger (the “Closing”), Chavant changed its name from “Chavant Capital Acquisition Corp.” to “Mobix Labs, Inc.” and Legacy Mobix changed its name from “Mobix Labs, Inc.” to “Mobix Labs Operations, Inc.” As a result of the Merger, the Company raised gross proceeds of $21,014, including the contribution of $1,264 of cash held in Chavant’s trust account and the $19,750 private investment in public equity (“PIPE”) at $10.00 per share of Chavant’s Class A Common Stock. The common stock and public warrants of the combined company began trading on The Nasdaq Stock Market LLC under the symbols “MOBX” and “MOBXW,” respectively, on December 22, 2023.

Throughout the notes to the consolidated financial statements, unless otherwise noted or otherwise suggested by context, the “Company” refers to Legacy Mobix prior to the consummation of the Merger, and to the Company after the consummation of the Merger.

Going Concern

The 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, as a result of its ongoing investment in product development and other operating expenses. For the years ended September 30, 2024 and 2023, the Company incurred losses from operations of $46,395 and $35,544, respectively, and as of September 30, 2024, the Company had an accumulated deficit of $104,457. 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. 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.

MOBIX LABS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

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, 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.

If the Company is unable to obtain additional financing, or if such transactions are successfully completed but do not provide adequate financing, the Company may be required to reduce its operating expenditures, which could adversely affect its business prospects, or the Company may be unable to continue operations. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. Accordingly, the consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business.

Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Sep. 30, 2024	Dec. 06, 2024	Mar. 31, 2024
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--09-30
Entity File Number	001-40621
Entity Registrant Name	MOBIX LABS, INC.
Entity Central Index Key	0001855467
Entity Tax Identification Number	98-1591717
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	15420 Laguna Canyon Road
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Irvine
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92618
City Area Code	(949)
Local Phone Number	808-8888
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Public Float			$ 37.6
Documents Incorporated by Reference [Text Block]	Portions of the registrant’s definitive proxy statement for its 2025 annual meeting of stockholders, which will be filed within 120 days after September 30, 2024, are incorporated by reference into Part III of this Annual Report on Form 10-K.
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Auditor Firm ID	238
Auditor Name	PricewaterhouseCoopers LLP
Auditor Location	Irvine, California
Class A Common Stock, par value $0.00001 per share [Member]
Title of 12(b) Security	Class A Common Stock, par value $0.00001 per share
Trading Symbol	MOBX
Security Exchange Name	NASDAQ
Redeemable warrants, each warrant exercisable for one share of Class A Common Stock [Member]
Title of 12(b) Security	Redeemable warrants, each warrant exercisable for one share of Class A Common Stock
Trading Symbol	MOBXW
Security Exchange Name	NASDAQ
Common Class A [Member]
Entity Common Stock, Shares Outstanding		33,681,049
Common Class B [Member]
Entity Common Stock, Shares Outstanding		2,129,901

Fair Value Measurements (Details Narrative)	Sep. 30, 2024	Sep. 30, 2023
Promissory Notes Related Parties [Member]
Short-Term Debt [Line Items]
Debt instrument interest rate stated percentage	7.00%	7.00%

Accrued Expenses and Other Current Liabilities

12 Months Ended

Sep. 30, 2024

Payables and Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

Note 9 — Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following:


	September 30,
	2024		2023

Accrued compensation and benefits	$	1,770	$	2,841
Accrued professional fees		340		273
Accrued interest		177		304
Deferred revenue		1,076		138
Committed equity facility fees		1,553		—
Unpaid Merger-related transaction costs		1,090		—
RaGE Earnout		2,098		—
Other		2,221		963
Total accrued expenses and other current liabilities	$	10,325	$	4,519

Schedule of Fair Value of Earnout Liability (Details) - $ / shares		12 Months Ended
	Dec. 21, 2023	Sep. 30, 2024
Defined Benefit Plan Disclosure [Line Items]
Contractual term		6 years 9 months 18 days
Earnout Liability [Member]
Defined Benefit Plan Disclosure [Line Items]
Stock price	$ 10.66	$ 1.06
Expected volatility	50.00%	70.00%
Risk- free rate	3.90%	3.60%
Contractual term	8 years	7 years 2 months 12 days
PIPE Make Whole Liability [Member]
Defined Benefit Plan Disclosure [Line Items]
Stock price	$ 10.17
Expected volatility	49.00%
Risk- free rate	5.40%
Contractual term	4 months

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Operating activities
Net loss	$ (20,034)	$ (39,621)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	472	449
Amortization of intangible assets	1,543	841
Impairment of long-lived assets	1,333
Issuance of warrants in connection with notes payable, charged to interest expense	1,023	2,983
Change in fair value of earnout liability	(31,879)
Change in fair value of PIPE make-whole liability	(830)
Change in fair value of SAFEs	10	655
Merger-related transaction costs expensed	4,009
Private placement costs	2,894
Stock-based compensation	21,383	15,476
Deferred income taxes	(2,432)	66
Other non-cash items	(732)	(117)
Changes in operating assets and liabilities, net of acquisitions of businesses:
Accounts receivable	(1,817)	385
Inventory	(105)	251
Prepaid expenses and other current assets	(86)	298
Other assets	146
Accounts payable	3,862	1,390
Accrued expenses and other current liabilities	2,852	2,318
Net cash used in operating activities	(18,388)	(14,626)
Investing activities
Acquisition of property and equipment	(44)
Acquisitions of businesses, net of cash acquired	(1,064)	(633)
Net cash used in investing activities	(1,108)	(633)
Financing activities
Proceeds from issuance of common stock	3,529	13,513
Proceeds from issuance of common stock warrants	3,585
Proceeds from exercise of stock options	225
Proceeds from exercise of common stock warrants	4	909
Proceeds from issuance of notes payable	998	2,156
Proceeds from issuance of notes payable – related parties	450	730
Proceeds from issuance of convertible notes	200	250
Deferred consideration paid for acquisition of business	(174)
Principal payments on notes payable	(1,749)	(825)
Principal payments on notes payable – related parties	(1,463)	(630)
Proceeds from the Merger and PIPE	21,014
Merger-related transaction costs paid	(6,946)	(933)
Net cash provided by financing activities	19,673	15,170
Net increase (decrease) in cash	177	(89)
Cash, beginning of period	89	178
Cash, end of period	266	89
Supplemental cash flow information
Cash paid for interest	521	58
Cash paid for income taxes
Non-cash investing and financing activities:
Unpaid Merger-related transaction costs	1,423	3,192
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
Unpaid purchase consideration for acquisitions of businesses	2,174
Conversion of notes to common stock		943
Conversion of SAFEs to common stock	1,522	1,126
Deemed dividend from warrant price adjustment	661
Issuance of warrants in connection with notes payable, recorded as debt discount	183	790
Issuance of common stock to service providers		$ 387

Schedule of Operating Lease Liability Maturity (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023
Leases
2025	$ 617
2026	639
2027	532
Total minimum lease payments	1,788
Less: imputed interest	(336)
Present value of future minimum lease payments	1,452
Less: current obligations under leases	(428)	$ (318)
Long-term lease obligations	$ 1,024	$ 1,280

Schedule of Fair Value Assets And Liabilities Measured On Recurring Basis (Details) $ in Thousands	12 Months Ended
	Sep. 30, 2024 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	$ 3,819
Earnout Liability [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	1,680
Private Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	330
PIPE Common Warrants and Placement Agent Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	1,809
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total
Fair Value, Inputs, Level 1 [Member] \| Earnout Liability [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total
Fair Value, Inputs, Level 1 [Member] \| Private Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total
Fair Value, Inputs, Level 1 [Member] \| PIPE Common Warrants and Placement Agent Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total
Fair Value, Inputs, Level 2 [Member] \| Earnout Liability [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total
Fair Value, Inputs, Level 2 [Member] \| Private Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total
Fair Value, Inputs, Level 2 [Member] \| PIPE Common Warrants and Placement Agent Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	3,819
Fair Value, Inputs, Level 3 [Member] \| Earnout Liability [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	1,680
Fair Value, Inputs, Level 3 [Member] \| Private Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	330
Fair Value, Inputs, Level 3 [Member] \| PIPE Common Warrants and Placement Agent Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	$ 1,809

Commitments and Contingencies

12 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 14 — Commitments and Contingencies

Loss Contingency

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 consolidated balance sheet as of September 30, 2022. During the year ended September 30, 2023, the Company issued 1,233,108 shares of Legacy Mobix common stock in settlement of this liability.

Litigation

From time to time, the Company may become subject to legal proceedings, claims and litigation arising in the ordinary course of business. The Company does not believe it is currently a party to any legal proceedings—nor is the Company aware of any other pending or threatened litigation—that the Company believes would have a material adverse effect on its business, operating results, cash flows or financial condition should such litigation be resolved unfavorably.

Indemnifications

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 September 30, 2024 or 2023.

MOBIX LABS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Principles of Consolidation

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

Use of Estimates

	●	valuation of stock-based compensation and equity-based awards;
	●	valuation of common stock for periods prior to the Merger;

MOBIX LABS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

	●	impairment assessments of goodwill and long-lived assets;
	●	measurement of liabilities carried at fair value, including the earnout liability, the PIPE make-whole liability and liability-classified warrants;
	●	purchase price allocations and valuations of net assets acquired in business combinations; and,
	●	provisions for income taxes and related valuation allowances and tax uncertainties.

Cash

Cash

Accounts Receivable, net

Accounts Receivable, net

Inventory

Inventory

Property and equipment, net

Property and equipment, net

Intangible Assets, net

Intangible Assets, net

MOBIX LABS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

Goodwill

Goodwill

Deferred Transaction Costs

Deferred Transaction Costs

Business Combinations

Business Combinations

MOBIX LABS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

Fair Value Measurements

Fair Value Measurements

As a basis for considering such assumptions, a three-tier hierarchy is used in management’s determination of fair value based on the reliability and observability of inputs as follows:

Level 1 — Observable inputs that include quoted prices in active markets for identical assets or liabilities.

Level 3 — Unobservable pricing inputs that are generally less observable from objective sources, such as discounted cash flow models or valuations.

Simple Agreements for Future Equity (SAFEs)

Simple Agreements for Future Equity (SAFEs)

MOBIX LABS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

Fair Value of Common Stock

Fair Value of Common Stock

Classification of Warrants

Classification of Warrants

Net Loss Per Share

Net Loss Per Share

Stock-Based Compensation

Stock-Based Compensation

The Black-Scholes model considers several variables and assumptions in estimating the fair value of stock-based awards. These variables include:

	●	the per share fair value of the underlying common stock;
	●	the exercise price;
	●	the risk-free interest rate;
	●	the expected term;
	●	expected stock price volatility over the expected term; and,
	●	the expected annual dividend yield.

MOBIX LABS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

Segment Information

Segment Information

Comprehensive Loss

Comprehensive Loss

Revenue Recognition

Revenue Recognition

MOBIX LABS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

Cost of Revenue

Cost of Revenue

Advertising Expense

Advertising Expense

Research and Development Expense

Research and Development Expense

Selling, General and Administrative Expense

Selling, General and Administrative Expense

Income Taxes

Income Taxes

MOBIX LABS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

Accounting Pronouncements Recently Adopted

Accounting Pronouncements Recently Adopted

Recently Issued Accounting Pronouncements Not Yet Adopted

Recently Issued Accounting Pronouncements Not Yet Adopted

Equity Incentive Plans (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended
	Nov. 30, 2022	Sep. 30, 2024	Sep. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based compensation purchase price percentage		85.00%
Stock issued during period restricted stock unit	10,000,000
Shares forfeited	10,000,000		670,000
Number of warrants issued with notes payable		201,965	239,464
Stock based compensation expense		$ 21,383	$ 15,476
Unrecognized stock based compensation expense		$ 1,217
Weighted average period term		1 year 9 months 18 days
Share based compensation purchase percentage		10.00%
Stock option exercised		1,797,841
Stock options outstanding		$ 576
Stock options exerciseable		576
Total intrinsic value		4,709	0
Fair value of options vested		$ 1,726	$ 4,880
Weighted average grant date dair value of options		$ 3.50	$ 3.61
Common Class A [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock, capital shares reserved for future issuance		216,853,275
Warrant [Member] \| Common Class A [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of warrants issued with notes payable		130,000
Common Stock [Member] \| Common Class A [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock option exercised		1,521,643
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock issued during period restricted stock unit	5,000,000
Shares forfeited		34,915
Stock based compensation expense		$ 2,242
Unrecognized stock based compensation expense		$ 27,920
Weighted average period term		3 years 3 months 18 days
Restricted Stock Units (RSUs) [Member] \| Share-Based Payment Arrangement, Tranche One [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares forfeited		1,000,000
Restricted Stock Units (RSUs) [Member] \| Warrant [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock based compensation expense		$ 20,634	$ 3,203
Restricted Stock Units (RSUs) [Member] \| Common Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of warrants issued with notes payable	1,000,000
Equity Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock option exercised		474,313
Equity Option [Member] \| Common Class A [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock option exercised		198,115
2023 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock, capital shares reserved for future issuance		2,290,183
2023 Employee Stock Purchase Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock, capital shares reserved for future issuance		687,055

Schedule of Stock Option Activity (Details)	12 Months Ended
Schedule of Stock Option Activity (Details)	Sep. 30, 2024 $ / shares shares
Share-Based Payment Arrangement [Abstract]
Number of options outstanding, balance \| shares	5,905,684
Weighted average exercise price, outstanding balance \| $ / shares	$ 4.28
Number of options outstanding, Granted \| shares	32,200
Weighted average exercise price, granted \| $ / shares	$ 6.84
Number of options outstanding, Exercised \| shares	(1,797,841)
Weighted average exercise price, exercised \| $ / shares	$ 1.69
Number of options outstanding, Forfeited \| shares	(870,776)
Weighted average exercise price, forfeited \| $ / shares	$ 6.58
Number of options outstanding, Expired \| shares	(528,421)
Weighted average exercise price, expired \| $ / shares	$ 6.27
Number of options outstanding, balance \| shares	2,740,846
Weighted average exercise price, outstanding balance \| $ / shares	$ 4.89
Weighted average remaining contractual term, outstanding	6 years 10 months 24 days
Number of options, exercisable \| shares	2,382,697
Weighted average exercise price, exerciseable \| $ / shares	$ 4.65
Weighted average remaining contractual term, exercisable	6 years 9 months 18 days

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (20,034)	$ (39,621)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476176/805-60-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 65
-Paragraph 2
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-URI https://asc.fasb.org/1943274/2147478666/740-323-65-2

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-Name Accounting Standards Codification
-Section S99
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-Subparagraph (SX 210.5-03(20))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
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-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (f)
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482765/220-10-50-6

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-3

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
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-URI https://asc.fasb.org/1943274/2147480175/815-40-65-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-8

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
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-URI https://asc.fasb.org/1943274/2147483443/250-10-50-11

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147483443/250-10-50-4

Reference 17: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
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-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479168/946-830-55-10

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479105/946-220-45-7

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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Reference 23: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
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Reference 29: http://www.xbrl.org/2003/role/disclosureRef
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Reference 30: http://www.xbrl.org/2003/role/disclosureRef
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Reference 33: http://www.xbrl.org/2003/role/disclosureRef
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Reference 35: http://www.xbrl.org/2003/role/disclosureRef
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Reference 36: http://www.xbrl.org/2003/role/disclosureRef
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Reference 37: http://fasb.org/us-gaap/role/ref/legacyRef
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-Paragraph 1
-Subparagraph (SX 210.9-04(22))
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-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1

+ Details

Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands			12 Months Ended
	Apr. 30, 2024	Mar. 18, 2024	Sep. 30, 2024	Sep. 30, 2023
Class of Stock [Line Items]
Net proceeds from private placement			$ 3,286
Warrants exercisable term			6 years 9 months 18 days
Warrant purchase			201,965	239,464
Registration rights agreement			$ 5
Earn-out payments			$ 8,000
Minimum [Member]
Class of Stock [Line Items]
Share price			$ 0.01	$ 0.01
Maximum [Member]
Class of Stock [Line Items]
Share price			$ 2.00	$ 3.00
Private Placement [Member]
Class of Stock [Line Items]
Net proceeds from private placement			$ 6	$ 13,396
Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized			10,000,000
Preferred stock shares issued			0
Preferred stock shares outstanding			0
Preferred Stock [Member] \| Board of Directors Chairman [Member]
Class of Stock [Line Items]
Preferred stock, par value			$ 0.00001
Warrant [Member]
Class of Stock [Line Items]
Warrants exercisable term			5 years
Warrant [Member] \| Private Placement [Member]
Class of Stock [Line Items]
Warrants exercisable term			1 year
Warrant [Member] \| Private Placement [Member] \| Minimum [Member]
Class of Stock [Line Items]
Warrants exercisable term				1 year
Warrant [Member] \| Private Placement [Member] \| Maximum [Member]
Class of Stock [Line Items]
Warrants exercisable term				2 years
Series A Redeemable Convertible Preferred Stock [Member] \| Preferred Stock [Member]
Class of Stock [Line Items]
Convertible preferred stock conversion			2,254,901
Common Class A [Member]
Class of Stock [Line Items]
Common stock, shares authorized			285,000,000	285,000,000
Net proceeds from private placement			$ 192
Share price			$ 18.00
Purchase of shares	9,500,000		370,000
Cash commitment fee			$ 1,500
Cash form aggregate purchase price			30.00%
Legal fees			$ 75
Common Class A [Member] \| Purchase Agreement [Member]
Class of Stock [Line Items]
Purchase of shares		9,500,000	36,367
Gross proceeds			$ 73
Earn-out payments			$ 1,577
Common Class A [Member] \| Private Placement [Member]
Class of Stock [Line Items]
Warrant purchase			407,000
Share price			$ 1.18
Common Class B [Member]
Class of Stock [Line Items]
Common stock, shares authorized			5,000,000	5,000,000
Common Stock [Member]
Class of Stock [Line Items]
Share issued			482,171
Share price			$ 0.01
Warrant purchase				605,000
Common Stock [Member] \| Private Placement [Member]
Class of Stock [Line Items]
Shares of common stock			27,413
Purchase of shares				1,958,312
Warrant purchase				560,000
Share price				$ 0.01

Leases

12 Months Ended

Sep. 30, 2024

Leases

Leases

Note 13 — Leases

The Company has entered into operating leases for office space. The leases have remaining terms ranging from 2.2 to 2.9 years and expire at various dates through August 2027. The leases do not contain residual value guarantees or restrictive covenants. The lease covering the Company’s 19,436 square foot headquarters in Irvine, California provides the Company an option to extend the lease for one additional five-year term, with rent at the prevailing market rate. The lease requires a security deposit of $400, which is recorded in other assets in the consolidated balance sheets.

The following lease costs are included in the consolidated statements of operations and comprehensive loss:

Schedule of Lease Costs


	Year ended September 30,
	2024		2023

Operating lease cost	$	429	$	396
Short-term lease cost		135		266
Total lease cost	$	564	$	662

Cash paid for amounts included in the measurement of operating lease liabilities for the years ended September 30, 2024 and 2023 was $563 and $530, respectively. As of September 30, 2024, the weighted-average remaining lease term was 2.8 years, and the weighted-average discount rate was 15.6%.

During the year ended September 30, 2024, the Company obtained a right-of-use asset valued at $192 in connection with a business acquisition. The Company has also amended an office lease to provide for the use of additional space, which is not yet available for the Company’s use. At such time as the additional space is available to it—which the Company anticipates will occur in 2025—the Company expects to recognize an increase in the right-of-use asset and lease liability of approximately $814. There were no other leases that had not yet commenced as of September 30, 2024 that will create significant additional rights and obligations for the Company.

MOBIX LABS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

The following table reconciles the undiscounted cash flows to the operating lease liabilities recorded on the consolidated balance sheet as of September 30, 2024:

Years ending September 30,

2025	$	617
2026		639
2027		532
Total minimum lease payments		1,788
Less: imputed interest		(336	)
Present value of future minimum lease payments		1,452
Less: current obligations under leases		(428	)
Long-term lease obligations	$	1,024

Intangible Assets, net

12 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets, net

Note 7 — Intangible Assets, net

Intangible assets, net consist of the following:

	Estimated	September 30, 2024							September 30, 2023
	Useful Life (years)	Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net

Developed technology	7 – 10	$	5,689	$	(2,216	)	$	3,473	$	7,289	$	(2,238	)	$	5,051
Customer relationships	12 – 15		11,900		(458	)		11,442		300		(64	)		236
Trade names	2 – 2.5		300		(68	)		232		—		—			—
Backlog	1		300		(236	)		64		—		—			—
		$	18,189	$	(2,978	)	$	15,211	$	7,589	$	(2,302	)	$	5,287

MOBIX LABS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

The Company recorded amortization expense related to intangible assets of $1,543 and $841 during the years ended September 30, 2024 and 2023, respectively. The weighted-average remaining lives of intangible assets as of September 30, 2024 were developed technology 6.0 years; customer relationships 12.6 years; trade names 1.9 years; and backlog three months.

During the year ended September 30, 2024, as a result of declining sales of AOCs and strategic decisions on investment across the Company’s product groups, the Company tested the related long-lived assets for possible impairment. Based on this test, the Company concluded that the carrying value of the AOCs asset group exceeded its estimated fair value, and the Company recorded an impairment charge of $1,333 to write down the carrying value of the long-lived assets (consisting of developed technology and customer relationships). The Company estimated the fair value of the AOCs asset group using a discounted cash flow model.

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

Years ending September 30,

2025	$	1,693
2026		1,589
2027		1,510
2028		1,498
2029		1,498
Thereafter		7,423
Total	$	15,211

Reverse Recapitalization (Tables)

12 Months Ended

Sep. 30, 2024

Reverse Recapitalization

Schedule of Condensed Consolidated Financial Statements

The following tables reconcile elements of the Merger to the Company’s consolidated financial statements, and should be read in conjunction with the footnotes referenced above:

	Shares

Chavant public shares, net of redemptions		111,005
Chavant founder shares, net of shares forfeited		1,341,369
PIPE investors’ shares		1,975,000
Settlement of PIPE warrant		199,800
Sponsor PIPE subscription		199,737
Settlement of Sponsor Warrant		272,182
Settlement of warrant to non-redeeming shareholder		202,489
Amendment to Business Combination Marketing Agreement		280,000
Total Chavant shares outstanding immediately prior to the Merger		4,581,582

Legacy Mobix rollover shares		18,139,258
Conversion of Legacy Mobix convertible notes		30,045
Conversion of Legacy Mobix SAFEs		150,953
Total number of Class A common shares issued in the Merger		22,901,838

Closing proceeds:
Proceeds from Chavant trust fund	$	1,264
Proceeds from PIPE investment		19,750

Closing disbursements:
Legacy Mobix Merger-related transaction costs		(3,747	)
Chavant Merger-related transaction costs		(2,219	)
Net cash proceeds from the Merger at Closing		15,048

Legacy Mobix Merger-related transaction costs paid prior to closing		(983	)
Net cash proceeds		14,065

Non-cash activity:
Conversion of Legacy Mobix convertible notes to Class A Common Stock		206
Conversion of Legacy Mobix SAFEs to Class A Common Stock		1,522
Conversion of Legacy Mobix redeemable convertible preferred stock to Class B Common Stock		2,300
Unpaid Merger-related transaction costs assumed from Chavant		(871	)
Unpaid Merger-related transaction costs of Legacy Mobix		(1,633	)
Merger-related transaction costs expensed		4,009

Liability-classified instruments at closing:
Fair value of earnout liability		(33,559	)
Fair value of PIPE make-whole liability		(2,071	)
Fair value of Private Warrants		(150	)
Net equity impact of the Merger	$	(16,182	)

Reverse Recapitalization (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands				12 Months Ended
	Apr. 30, 2024	Dec. 21, 2023	Dec. 20, 2023	Sep. 30, 2024	Dec. 19, 2023	Sep. 30, 2023
Defined Benefit Plan Disclosure [Line Items]
Public warrants				6,000,000
Private placement warrants				3,400,000
Per share value			$ 0.01
Redemption of ordinary shares			73,706
Non-cash gains				$ 400
VWAP price				$ 7.00
Other non-cash gains				$ 180
Transaction costs				982
Equity-classified instruments costs				2,354
Liability-classified instruments to expense				4,009
Unpaid transaction cost				$ 99
PIPE Subscription Agreements [Member]
Defined Benefit Plan Disclosure [Line Items]
Shares of common stock				1,950,000
Per share value				$ 0.01
Sponsor PIPE Subscription Agreement [Member]
Defined Benefit Plan Disclosure [Line Items]
Shares of common stock					199,737
Per share value					$ 10.00
Purchase price of certain obligations					$ 1,997
New issues of Shares			199,737
Aggregate outstanding obligations			$ 1,997
Founder Shares [Member]
Defined Benefit Plan Disclosure [Line Items]
Forfeiture of shares			658,631
Private Warrants [Member]
Defined Benefit Plan Disclosure [Line Items]
Forfeiture of shares			400,000
Non Redemption Agreement [Member]
Defined Benefit Plan Disclosure [Line Items]
Converted into common stock			202,489
Earnout shares [Member]
Defined Benefit Plan Disclosure [Line Items]
Shares of common stock				1,750,000
Per share value				$ 12.50
Aggregate shares				3,500,000
Liability in connection with the merger				$ 33,559
Liability to its estimated fair value				1,680
Non-cash gains				31,879
Make Whole Shares [Member]
Defined Benefit Plan Disclosure [Line Items]
Liability in connection with the merger				2,071
Liability to its estimated fair value				$ 1,241
VWAP price				$ 7.00
Other non-cash gains				$ 830
Common Class A [Member]
Defined Benefit Plan Disclosure [Line Items]
Common stock shares outstanding				32,824,230		0
Shares of common stock				32,824,230		0
Converted into common stock				150,953
Per share value				$ 10.00
New issues of Shares	9,500,000			370,000
Aggregate shares		280,000
Additional shares of common stock				3,214,045
Common Class A [Member] \| PIPE Subscription Agreements [Member]
Defined Benefit Plan Disclosure [Line Items]
Aggregate shares purchase				1,975,000
Per share value				$ 10.00
Aggregate amount in cash				$ 19,750
Warrants to purchase shares exercisable				200,000
Warrants to purchase shares exercisable				1,750,000
Common Class A [Member] \| Non Redemption Agreement [Member]
Defined Benefit Plan Disclosure [Line Items]
Converted into common stock			202,489
Common Class A [Member] \| Earnout shares [Member]
Defined Benefit Plan Disclosure [Line Items]
Per share value				$ 15.00
Additional shares of common stock				1,750,000
Common Class A [Member] \| Make Whole Shares [Member]
Defined Benefit Plan Disclosure [Line Items]
Shares of common stock				2,454,737
Per share value				$ 10.00
New issues of Shares				1,052,029
Per share value				$ 10.00
Common Class B [Member]
Defined Benefit Plan Disclosure [Line Items]
Common stock shares outstanding				2,129,901		0
Shares of common stock				2,129,901		0
Warrant [Member]
Defined Benefit Plan Disclosure [Line Items]
New issues of Shares			202,692
Legacy Mobix's [Member]
Defined Benefit Plan Disclosure [Line Items]
Transaction costs				$ 6,363
Unpaid transaction costs				$ 3,090
Legacy Mobix's [Member] \| Sponsor PIPE Subscription Agreement [Member]
Defined Benefit Plan Disclosure [Line Items]
Converted into common stock				272,182
Per share value				$ 0.01
Warrants to purchase shares exercisable				272,454
Legacy Mobix's [Member] \| Common Class A [Member]
Defined Benefit Plan Disclosure [Line Items]
Common stock shares outstanding				18,139,258
Conversion of notes into shares				30,045
Legacy Mobix's [Member] \| Common Class A [Member] \| Sponsor PIPE Subscription Agreement [Member]
Defined Benefit Plan Disclosure [Line Items]
Converted into common stock				272,182
Legacy Mobix's [Member] \| Common Class B [Member]
Defined Benefit Plan Disclosure [Line Items]
Shares of common stock				2,254,901

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023
Redeemable Convertible Preferred Stock [Member]
Convertible preferred stock, par value	$ 0.00001	$ 0.00001
Convertible preferred stock, shares authorized	0	600,000
Convertible preferred stock, shares issued	0	588,235
Convertible preferred stock, shares outstanding	0	588,235
Series A Preferred Stock [Member]
Convertible preferred stock, par value	$ 0.00001	$ 0.00001
Convertible preferred stock, shares authorized	0	2,000,000
Convertible preferred stock, shares issued	0	1,666,666
Convertible preferred stock, shares outstanding	0	1,666,666
Convertible preferred stock, liquidation preference		$ 2,300
Legacy Mobix Common Stock [Member]
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, shares authorized	0	57,400,000
Common stock, shares issued	0	16,692,175
Common stock, shares outstanding	0	16,692,175
Common Class A [Member]
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, shares authorized	285,000,000	285,000,000
Common stock, shares issued	32,824,230	0
Common stock, shares outstanding	32,824,230	0
Common Class B [Member]
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, shares authorized	5,000,000	5,000,000
Common stock, shares issued	2,129,901	0
Common stock, shares outstanding	2,129,901	0

Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Loss contingency accrual product liability net		$ 8,434
Common Stock [Member]
Stock issued during period shares other	1,233,108

Schedule of Fair Value Measured On Recurring Basis Unobservable Input Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Earnout Liability [Member]
Subsidiary, Sale of Stock [Line Items]
Balance, September 30, 2022
Liabilities recognized	33,559
Conversion to Class A Common Stock in the Merger
Exercise of warrants
Settlement of liability
Change in fair value included in net loss	(31,879)
Balance, September 30, 2023	1,680
PIPE Make Whole Liability [Member]
Subsidiary, Sale of Stock [Line Items]
Balance, September 30, 2022
Liabilities recognized	2,071
Conversion to Class A Common Stock in the Merger
Exercise of warrants
Settlement of liability	(1,241)
Change in fair value included in net loss	(830)
Balance, September 30, 2023
Liability Classified Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Balance, September 30, 2022
Liabilities recognized	7,279
Conversion to Class A Common Stock in the Merger
Exercise of warrants	(3,393)
Settlement of liability	(332)
Change in fair value included in net loss	(1,415)
Balance, September 30, 2023	2,139
SAFEs [Member]
Subsidiary, Sale of Stock [Line Items]
Balance, September 30, 2022	1,512	1,983
Liabilities recognized
Conversion to Class A Common Stock in the Merger	(1,522)
Settlement of liability
Change in fair value included in net loss	10	655
Balance, September 30, 2023		1,512
Conversion to Legacy Mobix common stock		$ (1,126)

Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023
Current assets
Cash	$ 266	$ 89
Accounts receivable, net	2,813	53
Inventory	1,725	319
Prepaid expenses and other current assets	467	369
Total current assets	5,271	830
Property and equipment, net	1,177	1,859
Intangible assets, net	15,211	5,287
Goodwill	16,066	5,217
Operating lease right-of-use assets	1,022	1,030
Deferred transaction costs		4,125
Other assets	341	400
Total assets	39,088	18,748
Current liabilities
Accounts payable	10,833	8,995
Accrued expenses and other current liabilities	10,325	4,519
Deferred purchase consideration	2,380
Simple agreements for future equity (“SAFEs”)		1,512
Operating lease liabilities, current	428	318
Total current liabilities	26,107	20,423
Earnout liability	1,680
Deferred tax liability	320	86
Operating lease liabilities, noncurrent	1,024	1,280
Other noncurrent liabilities	3,145
Total liabilities	33,558	21,789
Commitments and contingencies (Note 14)
Stockholders’ equity (deficit)
Additional paid-in capital	109,987	78,421
Accumulated deficit	(104,457)	(83,762)
Total stockholders’ equity (deficit)	5,530	(5,341)
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit)	39,088	18,748
Redeemable Convertible Preferred Stock [Member]
Redeemable convertible preferred stock
Convertible Preferred Stock
Series A Preferred Stock [Member]
Redeemable convertible preferred stock
Convertible Preferred Stock		2,300
Legacy Mobix Common Stock [Member]
Stockholders’ equity (deficit)
Common stock, value
Common Class A [Member]
Stockholders’ equity (deficit)
Common stock, value
Common Class B [Member]
Stockholders’ equity (deficit)
Common stock, value
Nonrelated Party [Member]
Current liabilities
Notes payable, current	398	1,286
Notes payable, noncurrent	200
Related Party [Member]
Current liabilities
Notes payable, current	1,743	3,793
Notes payable, noncurrent	$ 1,082

Schedule of Loss Before Income Tax (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Income tax benefit computed at the U.S. federal statutory rate	$ (4,717)	$ (8,306)
State and local income tax benefits, net of federal benefit	(731)	(1,498)
Change in valuation allowance	4,865	7,936
Non-deductible transaction costs	1,181	635
Fair value of warrants issued to lenders	154	470
Research and development credits		58
State tax rate change	(14)	(22)
Change in fair value of earnout liability	(6,695)
Stock-based compensation	1,107	576
Non-deductible executive compensation	1,916
Other	505	218
Provision (benefit) for income taxes	$ (2,429)	$ 67

Net Loss Per Share

12 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Net Loss Per Share

Note 10 — Net Loss Per Share

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 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 loss per share of Class A Common Stock assumes the conversion of Class B Common Stock, while the diluted net loss per share of Class B Common Stock does not assume the conversion of those shares.

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. In periods where their effect is dilutive, the PIPE make-whole liability and the 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 those securities. Inclusion of those securities under the if-converted method increases both the net loss for the period and the number of shares used in the per share computation and is dilutive to the Company’s net loss per share.

MOBIX LABS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)


	Year ended September 30,
	2024						2023
	Class A			Class B			Common Stock
Basic net loss per share of Class A and Class B Common Stock:
Numerator:
Allocation of net loss	$	(18,452	)	$	(1,582	)	$	(39,621	)
Deemed dividend from warrant price adjustment		(609	)		(52	)		—
Net loss available to common stockholders	$	(19,061	)	$	(1,634	)	$	(39,621	)
Denominator:
Weighted-average shares outstanding		26,175,279			2,244,314			14,612,600
Basic net loss per share of Class A and Class B Common Stock	$	(0.73	)	$	(0.73	)	$	(2.71	)

Diluted net loss per share of Class A and Class B Common Stock:
Numerator:
Net loss available to common stockholders	$	(19,061	)	$	(1,634	)	$	(39,621	)
Change in fair value of PIPE make-whole liability		(764	)		(66	)		—
Change in fair value of liability-classified warrants		(634	)		(54	)		—
Reallocation of net loss as a result of conversion of Class B to Class A Common Stock		(1,754	)		—			—
Reallocation of net loss		—			63			—
Allocation of net loss	$	(22,213	)	$	(1,691	)	$	(39,621	)

Denominator:
Number of shares used in basic earnings per share calculation		26,175,279			2,244,314			14,612,600
Shares issuable in satisfaction of PIPE make-whole liability		727,223			—			—
Shares issuable under liability-classified warrants		336,205			—			—
Conversion of Class B to Class A Common Stock		2,244,314			—			—
Number of shares used in per share computation		29,483,021			2,244,314			14,612,600
Diluted net loss per share of Class A and Class B Common Stock	$	(0.75	)	$	(0.75	)	$	(2.71	)

For the purposes of applying the if converted method or treasury stock method for calculating diluted earnings per share, the Public Warrants, Private Warrants, PIPE Common Warrants, Placement Agent Warrants, RSUs and stock options result in anti-dilution. Therefore, these securities are not included in the computation of diluted net loss per share. The Earnout Shares and shares issuable under the Rage Earnout were not included for purposes of calculating the number of diluted shares outstanding because the number of dilutive shares is, in each case, based on a contingency which had not been met, and the contingency was not resolved, during the periods presented herein. The potential shares of Class A Common Stock that were excluded from the computation of diluted net loss per share for the periods presented because including them would have an antidilutive effect were as follows:

MOBIX LABS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)


	Year ended September 30,
	2024		2023

Public Warrants and Private Warrants		9,000,000		—
PIPE Common Warrants and Placement Agent Warrants		5,956,835		—
Earnout Shares		3,500,000		—
Shares issuable under Rage Earnout		1,285,618		—
RSUs		4,463,253		209,494
Stock options		2,740,846		5,905,684
Convertible preferred stock (on an as-converted basis)		—		2,254,901
Common stock warrants		1,561,945		700,388
Antidilutive Shares		28,508,497		9,070,467

Schedule of Lease Costs (Details) - USD ($) $ in Thousands	12 Months Ended
Schedule of Lease Costs (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023
Leases
Operating lease cost	$ 429	$ 396
Short-term lease cost	135	266
Total lease cost	$ 564	$ 662

Acquisitions (Details Narrative) $ / shares in Units, $ in Thousands	12 Months Ended
	Sep. 30, 2024 USD ($) $ / shares shares	Sep. 30, 2023 USD ($)	Apr. 15, 2025 USD ($)	Nov. 15, 2024 USD ($)
Business Acquisition [Line Items]
Aggregate consideration	$ 9,518
Estimated fair value	7,682
Cash	2,200
Payable of fair value	200
Earn out payments	8,000
Selling, general and administrative expense	41,835	$ 24,104
Revenue	6,442	1,224
Comprehensive loss	201
Consideration paid	155
Cash portion	266	89
Cash consideration	$ 174
Repurchase shares of common stock \| shares	964,912
Permanent equity, carrying value	$ 8,856
Goodwill	$ 16,066	5,217
Measurement Input, Price Volatility [Member]
Business Acquisition [Line Items]
Business consideration measurement input	55.0
Measurement Input, Risk Free Interest Rate [Member]
Business Acquisition [Line Items]
Business consideration measurement input	4.5
Legacy Mobix's [Member]
Business Acquisition [Line Items]
Price per share \| $ / shares	$ 6.84
Common stock value	$ 8,856
RaGE Systems [Member]
Business Acquisition [Line Items]
Selling, general and administrative expense	2,985
Revenue	2,739
Series of Individually Immaterial Business Acquisitions [Member]
Business Acquisition [Line Items]
Estimated fair value	8,856
Acquisition payable	1,348
EMI Solutions Inc [Member]
Business Acquisition [Line Items]
Aggregate consideration	10,897
Revenue	2,774
Cash portion	697
Common stock issued to seller	8,856
Cash consideration	2,041
Cash	45
Accounts receivable	387
Inventory	155
Other current assets	7
Property and equipment	107
Other assets	30
Goodwill	6,841
Accounts payable	(228)
Accrued expenses	(263)
Deferred tax liability	(1,084)
Total allocation	10,897
Comprehensive loss	(887)
EMI Solutions Inc [Member] \| Customer Relationships [Member]
Business Acquisition [Line Items]
Intangible asset	4,500
EMI Solutions Inc [Member] \| Developed Technology Rights [Member]
Business Acquisition [Line Items]
Intangible asset	300
EMI Solutions Inc [Member] \| Trademarks and Trade Names [Member]
Business Acquisition [Line Items]
Intangible asset	$ 100
Forecast [Member]
Business Acquisition [Line Items]
Payable of fair value			$ 800	$ 1,000
Common Class A [Member]
Business Acquisition [Line Items]
Shares issued \| shares	3,214,045
Common stock value
Common Stock [Member]
Business Acquisition [Line Items]
Cash	$ 2,000
Consideration acquisition shares \| shares	964,912
Repurchase shares of common stock \| shares	964,912

Schedule of Weighted-Average Grant Date Fair Value of Options Granted (Details)	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected volatility	54.80%	52.40%
Expected dividend yield	0.00%	0.00%
Risk free interest rate	3.90%	3.60%
Expected term (years)	4 years 6 months	4 years 7 months 6 days
Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected volatility	55.60%	54.40%
Expected dividend yield	0.00%	0.00%
Risk free interest rate	4.40%	4.20%
Expected term (years)	5 years 3 months 18 days	5 years 9 months 18 days

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480483/718-10-35-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(ii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(01)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(02)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(03)
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+ Details

Concentrations

12 Months Ended

Sep. 30, 2024

Risks and Uncertainties [Abstract]

Concentrations

Note 19 — Concentrations

Concentration of Credit Risk

The Company maintains its cash in accounts with major financial institutions within the United States, generally in the form of demand deposits. Deposits in these institutions may exceed federally insured limits. The Company places its cash with high credit quality financial institutions and has not experienced any losses on its deposits of cash.

Significant Customers

For the year ended September 30, 2024, one customer accounted for 40% of the Company’s net revenue. For the year ended September 30, 2023, two customers accounted for 93% of the Company’s net revenue. No other customer accounted for more than 10% of net revenue in the respective periods.

As of September 30, 2024, two customers had balances due that represented 71% of the Company’s total accounts receivable. As of September 30, 2023, two customers had balances due that represented 97% of the Company’s total accounts receivable.

Leases (Tables)

12 Months Ended

Sep. 30, 2024

Leases

Schedule of Lease Costs

The following lease costs are included in the consolidated statements of operations and comprehensive loss:

Schedule of Lease Costs


	Year ended September 30,
	2024		2023

Operating lease cost	$	429	$	396
Short-term lease cost		135		266
Total lease cost	$	564	$	662

Schedule of Operating Lease Liability Maturity

The following table reconciles the undiscounted cash flows to the operating lease liabilities recorded on the consolidated balance sheet as of September 30, 2024:

Years ending September 30,

2025	$	617
2026		639
2027		532
Total minimum lease payments		1,788
Less: imputed interest		(336	)
Present value of future minimum lease payments		1,452
Less: current obligations under leases		(428	)
Long-term lease obligations	$	1,024

Concentrations (Details Narrative) - Customer Concentration Risk [Member]	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
One Customer [Member] \| Revenue Benchmark [Member]
Concentration Risk [Line Items]
Concentration risk, percentage	40.00%
Two Customer [Member] \| Revenue Benchmark [Member]
Concentration Risk [Line Items]
Concentration risk, percentage		93.00%
Two Customer [Member] \| Accounts Receivable [Member]
Concentration Risk [Line Items]
Concentration risk, percentage	71.00%	97.00%
No Other Customer [Member] \| Revenue Benchmark [Member]
Concentration Risk [Line Items]
Concentration risk, percentage	10.00%	10.00%

Warrants

12 Months Ended

Sep. 30, 2024

Warrants

Warrants

Note 17 — Warrants

Private Placement

In July 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, 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 warrants to purchase an aggregate of 5,755,396 shares of the Company’s Class A Common Stock (“PIPE Common Warrants”). Gross proceeds from the Private Placement were $4,000, before payment of fees and expenses to the placement agent of $415.

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. In August 2024, the investor exercised the Pre-Funded Warrant in full, for net cash proceeds to the Company of $3.

The PIPE Common Warrants are comprised of Series A warrants to purchase up to 2,877,698 shares of Class A Common Stock (the “Series A Warrants”) and Series B warrants to purchase up to 2,877,698 shares of Class A 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.

MOBIX LABS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

In connection with the Private Placement, the Company paid placement agent fees and expenses of $415 and issued the placement agent warrants to purchase an aggregate of 201,439 shares of its Class A 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 Class A Common Stock underlying the PIPE Common Warrants.

The Company also entered into a registration rights agreement and filed with the Securities and Exchange Commission a registration statement to register for resale the shares of Class A Common Stock issuable upon exercise of the PIPE Common Warrants, the Pre-Funded Warrants and the Placement Agent Warrants, which became effective on August 28, 2024.

The Company evaluated the Pre-Funded Warrant and the PIPE Common Warrants and concluded that those warrants do not meet the derivative scope exception. Specifically, the warrants contain provisions that affect their settlement amounts which are not inputs into the pricing of a fixed-for-fixed option on equity shares. Therefore, the warrants are not considered indexed to the Company’s stock and must be classified as liabilities. At the time of the private placement, the Company recognized an initial liability totaling $6,397 for the warrants. The Company subsequently adjusted the carrying amount of the liability to its estimated fair value as of September 30, 2024 (or, in the case of the Pre-Funded Warrant, through the date of exercise) and for the year ended September 30, 2024 the Company recognized a net non-cash loss of $1,202 from the initial issuance and subsequent change in the fair value of the warrants, which is included in “Other non-operating losses, net” in the consolidated statements of operations and comprehensive loss. As of September 30, 2024, all of the PIPE Common Warrants remained outstanding and the related liability of $1,809 is included in “Other noncurrent liabilities” in the consolidated balance sheets. In addition, the Company determined that the Placement Agent Warrants met the criteria for classification as equity, and recognized a charge of $82 upon issuance. The Company estimated the fair value of the warrants using the Black-Scholes option pricing model with the following ranges of assumptions: expected volatility of 54.8% to 55.7%; no expected dividend yield; risk-free interest rate of 3.5% to 4.8%; and a contractual term of one to five years.

Public and Private Warrants

In connection with its initial public offering, Chavant issued 6,000,000 Public Warrants and 3,400,000 Private Warrants (of which 400,000 Private Warrants were subsequently forfeited by the Sponsor), each of which entitles the holder to purchase one share of the Company’s Class A Common Stock at a price of $11.50 per share, subject to adjustments. The Public Warrants and Private 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. The Company may redeem the Public Warrants at a price of $0.01 per warrant if the last reported sale of the Company’s Class A Common Stock equals or exceeds $18.00 per share for any twenty trading days within a thirty-day period after the Public Warrants become exercisable.

The Private Warrants are identical to the Public Warrants, except that the Private Warrants and shares of Class A Common Stock issuable upon the exercise of the Private Warrants are not transferable, assignable or salable until thirty days after the completion of the Merger, subject to certain limited exceptions. Additionally, the Private Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Both the Public Warrants and Private Warrants are subject to adjustment if the Company issues additional equity securities for capital raising purposes at price (the “Newly Issued Price”) below specified levels; if the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds available for funding Merger at the Closing; and, if the VWAP of the Company’s Class A Common Stock during a specified period (“Market Value”) is below $9.20 per share. In such event, the exercise price of the warrants will be adjusted to be equal to 115% of the Market Value and the $18.00 per share redemption trigger price will be adjusted to be equal to 180% of the Newly Issued Price. 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 year ended September 30, 2024, the Company recognized a noncash deemed dividend of $661 as a result of the warrant price adjustment.

MOBIX LABS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

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 September 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 $330, which is included in “Other noncurrent liabilities” in the consolidated balance sheets. As a result of the increase in the fair value of the liability, the Company recorded a non-cash loss of $180 for the year ended September 30, 2024, which is included in “Other non-operating losses, net” in the consolidated statements of operations and comprehensive loss.

PIPE Warrants

In connection with the PIPE Subscription Agreements, the Company issued the investors warrants to purchase shares of Class A Common Stock at an exercise price of $0.01 per share. The Company evaluated these warrants and concluded that they meet the derivative scope exception for contracts in the Company’s own stock. Consequently, the PIPE warrants were recorded in stockholders’ equity.

Other Warrants

During the year ended September 30, 2024, the Company issued 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 year ended September 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 $732 in the consolidated balance sheets for the estimated fair value of the warrants. For the year ended September 30, 2024, the Company recognized a non-cash gain of $400 from the change in the fair value of the liability, which is included in “Other non-operating losses, net” in the 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 years ended September 30, 2024 and 2023, the Company issued warrants to purchase an aggregate of 201,965 and 239,464 shares of its common stock, respectively, in connection with borrowings. See Note 11, Debt.

Legacy Mobix Warrants

In connection with the Merger, all of Legacy Mobix’s outstanding warrants were assumed by the Company and converted into the same number of warrants to purchase shares of the Company’s Class A Common Stock, with no change to their exercise prices or other terms. Subsequent to the Merger, warrants to purchase an aggregate of 373,031 shares were exercised and converted into 369,671 shares of Class A Common Stock, with no cash proceeds to the Company.

During the year ended September 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. Also during the year ended September 30, 2023, 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 Legacy Mobix common stock for cash proceeds of $900.

MOBIX LABS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

During the year ended September 30, 2023, Legacy Mobix issued warrants to service providers to purchase an aggregate of 950 shares of its common stock at exercise prices of $0.01 to $3.00 per share. The Company valued the warrants 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 one to two years. The Company recognized the $5,419 aggregate fair value of the warrants in selling, general and administrative expenses in the consolidated statements of operations and comprehensive loss for the year ended September 30, 2023. Effective March 2023, one warrant to purchase 200,000 shares of common stock was cancelled. In June 2023, warrants to purchase an aggregate of 260,000 shares of Legacy Mobix common stock were exercised for proceeds to the Company of $3.

See Note 12, Fair Value Measurements, for additional information on the Company’s measurements with respect to the warrants issued in connection with the foregoing transactions.

Schedule of Inventory (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023
Inventory Disclosure [Abstract]
Raw materials	$ 1,550	$ 265
Finished goods	175	54
Total inventory	$ 1,725	$ 319

Schedule of Estimated Future Amortization Expense for Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
2025	$ 1,693
2026	1,589
2027	1,510
2028	1,498
2029	1,498
Thereafter	7,423
Total	$ 15,211	$ 5,287

Debt

12 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Debt

Note 11 — Debt

Debt consists of the following:


	September 30,
	2024			2023

Notes payable	$	598		$	1,286
7% promissory notes – related parties		2,495			3,349
Notes payable – related parties		330			444
SAFEs		—			1,512
Total debt		3,423			6,591
Less: Amounts classified as current		(2,141	)		(6,591	)
Noncurrent portion	$	1,282		$	—

Notes Payable

During the year ended September 30, 2024, the Company entered into six promissory notes having an aggregate principal amount of $1,069 with unrelated investors to meet its working capital needs. Net proceeds from the issuance of the notes were $998. Five of the notes bear interest at rates ranging from 6% to 76% per annum; the remaining note was issued at a discount and bears no interest. The notes mature at various dates through December 2024 and are unsecured. One note required weekly payments of $4.

During the years ended September 30, 2024 and 2023 the Company made principal payments of $1,749 and $825, respectively, on notes payable. In November 2024, the Company and the holder of one note having a principal balance of $200 agreed to convert the outstanding principal and accrued interest into 306,819 shares of Class A Common Stock. As of September 30, 2024, this note is included in “Notes payable, noncurrent” in the consolidated balance sheet. As of September 30, 2024, three promissory notes payable having a remaining principal balance of $451 were outstanding and are included in “Notes payable, current” at a carrying amount of $398 (net of unamortized discount of $53) in the consolidated balance sheet. Subsequent to September 30, 2024, the Company repaid one note having a principal balance of $26 and two notes remain outstanding.

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. Four notes bear interest at rates ranging from 6% to 8% per annum, while the remaining notes bear no interest. The notes matured at various dates from January 2023 to March 2024, are unsecured and did not require any principal payments prior to maturity.

MOBIX LABS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

In connection with the issuance of certain notes, the Company issued the purchasers immediately exercisable warrants to purchase shares of its common stock as follows:

	2024		2023
Number of warrants issued with notes payable	201,965		239,464
Exercise prices per share		$0.01—$2.00		$0.01—$3.00
Contractual terms		1 – 2 years		1 – 12 months
Debt proceeds allocated to warrants		$155		$790

The Company evaluated the warrants and determined that they met all the requirements for equity classification under ASC 815. The Company accounted for each of the warrants as detachable warrants at their fair value, using the relative fair value method. The portion of the proceeds allocated to the warrants was recorded as an increase to additional paid-in capital and as a discount to notes payable on the consolidated balance sheets. The Company is amortizing the discount over the term of the related notes using the effective interest method. The Company valued the warrants at the time of issuance using the Black-Scholes option pricing model with the following assumptions:

	2024		2023
Expected volatility	55.0—55.6%		52.7—54.1%
Expected dividend yield		0%		0%
Risk-free interest rate		4.7—5.3%		3.6—5.5%
Expected term (years)		1 – 2 years		1 – 12 months

Two notes issued in September 2023, having an aggregate principal amount of $825, also provided 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 for the year ended September 30, 2023. 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, having a principal amount of $531, provided that in the event the Company failed 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 of common stock for each successive calendar month during which the note remained unpaid. The Company repaid this note in January 2024 and during the year ended September 30, 2024 the Company issued the purchaser warrants to purchase an aggregate of 103,000 shares of its Class A Common Stock.

7% Promissory Notes — Related Parties

The Company has two outstanding promissory notes with related parties which the Company assumed in 2020 as part of an asset acquisition. The promissory notes bear interest at 7% per annum, are unsecured and do not require principal payments prior to the maturity date. The notes had an initial maturity date of August 2022, but were amended in May 2022 to extend their maturity to July 2023. During the years ended September 30, 2024 and 2023, the Company made principal payments of $854 and $0 on these notes and as of September 30, 2024 an aggregate principal amount of $2,495 remains outstanding.

In October 2024, the Company and the holder of one promissory note, having a principal balance of $1,326 as of September 30, 2024, agreed to extend the payment terms. Under the agreement, the Company is obligated repay the note in monthly payments of varying amounts through September 2025. As a result of this agreement, the Company reclassified $1,082 of the principal balance to “Notes payable — related parties, noncurrent” in the consolidated balance sheet. The portion of the 7% promissory notes due within one year is included in “Notes payable — related parties, current” in the consolidated balance sheet.

MOBIX LABS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

Notes Payable — Related Parties

During the year ended September 30, 2024, the Company entered into two promissory notes having an aggregate principal amount of $495 with a related party to meet its working capital needs. Net proceeds from the issuance of the notes were $450. The notes bear no interest, are unsecured and mature at various dates through November 2024. The Company repaid one of the notes during the year ended September 30, 2024.

During the year ended September 30, 2023, the Company issued and repaid six promissory notes having an aggregate principal amount of $630 with officers, directors or an employee of the Company. The Company also issued a promissory note having a principal amount of $100 to a director of the Company, which the Company repaid in December 2023.

As of September 30, 2024, one note having a principal balance of $330 remains outstanding and is included in “Notes payable—related parties, current” in the consolidated balance sheet. Subsequent to September 30, 2024, the note reached its maturity date and remains outstanding.

SAFEs

During the year ended September 30, 2022, the Company entered into simple agreements for future equity with certain investors in exchange for cash proceeds of $1,900. Certain SAFEs, representing a purchase amount of $900, were automatically convertible into shares of Legacy Mobix common stock upon the occurrence of the Company’s next equity financing of not less than $5,000. These SAFEs were convertible at prices per share equal to discounts of 20% to 25% from the lowest per share purchase price of the Company’s equity securities in the financing. In the event of a dissolution prior to conversion, the Company must pay the holder of these SAFEs an amount equal to the purchase amount. In this case, the rights of the SAFE holders were senior to the Company’s capital stock and pari passu with any convertible debt of the Company.

The remainder of the SAFEs, representing a purchase amount of $1,000, were automatically convertible into shares of the Company’s preferred stock upon the occurrence of the Company’s next round of preferred stock financing. The conversion price of the preferred stock to be issued in exchange for the SAFEs would be equal to the greater of (i) the lowest price per share for preferred stock sold to investors in the initial closing of the equity financing, or (ii) the number of shares equal to the value of the SAFE, subject to a post money valuation cap of $175,000. If there is a liquidity event, including a change in control, a direct listing or an initial public offering, these SAFEs will be entitled to receive a portion of the proceeds equal to the greater of (i) the purchase amount or (ii) the amount payable on the number of shares of common stock equal to the purchase amount divided by the quotient obtained by dividing $175,000 by the Company’s total capitalization, including all shares and convertible securities (on an as-converted to common stock basis). In the event of a dissolution or liquidation of the Company, the holders of these SAFEs will be entitled to receive a cash-out amount equal to their original purchase price, which right is junior to the payment of the Company’s outstanding indebtedness and on par with the rights of other SAFEs and preferred stock.

In each case, the SAFEs did not bear interest and had no maturity date. Holders of the SAFEs had no voting rights. The Company initially recorded the SAFEs at their fair value of $1,900 and remeasured the SAFEs to fair value at each reporting date. For the years ended September 30, 2024 and 2023, the Company recorded losses $10 and $655, respectively, resulting from the change in fair value of the SAFEs, which are reported in “Change in fair value of SAFEs” in the consolidated statements of operations and comprehensive loss.

During the year ended September 30, 2023, SAFEs having an original purchase amount of $900 were converted into 170,835 shares of the Company’s common stock, in accordance with the original terms of the agreements. These SAFEs were remeasured to fair value immediately prior to conversion, with the change in fair value reported in “Change in fair value of SAFEs” in the statement of operations and comprehensive loss. Upon conversion, the $1,126 carrying amount of these SAFEs was credited to equity, with no gain or loss recognized.

MOBIX LABS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

In connection with the Merger, all of the outstanding SAFEs, representing an original purchase amount of $1,000, were converted into 150,953 shares of the Company’s Class A Common Stock and the $1,512 carrying amount of these SAFEs was credited to equity, with no gain or loss recognized. As of September 30, 2024, no SAFEs remain outstanding.

Convertible Notes

During the year ended September 30, 2024, the Company issued convertible notes having an aggregate principal amount of $200 to unaffiliated investors. The convertible notes matured in February 2024, bore interest at 16% per annum, were unsecured and had a conversion price of $6.84 per share. The principal amount of the convertible notes and any accrued interest thereon was convertible into shares of the Company’s common stock, at the election of each holder, at any time prior to maturity. In connection with the issuance of the convertible notes, the Company issued the investors warrants to purchase an aggregate of 4,000 shares of Legacy Mobix common stock at an exercise price of $0.01 per share. The warrants were immediately exercisable and had a one-year term. In connection with the Merger, all outstanding convertible notes were converted into 30,045 shares of the Company’s Class A Common Stock and the $206 carrying amount of the notes and accrued interest thereon was credited to equity, with no gain or loss recognized. As of September 30, 2024, no convertible notes remain outstanding.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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+ Details

Schedule of Valuation of Warrants (Details)	Sep. 30, 2024	Sep. 30, 2023
Minimum [Member]
Debt Instrument [Line Items]
Expected term	1 year	1 month
Maximum [Member]
Debt Instrument [Line Items]
Expected term	2 years	12 months
Measurement Input, Price Volatility [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Warrants outstanding measurement input	55.0	52.7
Measurement Input, Price Volatility [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Warrants outstanding measurement input	55.6	54.1
Measurement Input, Expected Dividend Rate [Member]
Debt Instrument [Line Items]
Warrants outstanding measurement input	0	0
Measurement Input, Risk Free Interest Rate [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Warrants outstanding measurement input	4.7	3.6
Measurement Input, Risk Free Interest Rate [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Warrants outstanding measurement input	5.3	5.5
Measurement Input, Expected Term [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Expected term	1 year	1 month
Measurement Input, Expected Term [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Expected term	2 years	12 months

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

Company Information (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Dec. 20, 2023
Gross proceeds	$ 21,014
Cash held in trust account	1,264
Private investment in public equity	19,750
Common stock price per share			$ 0.01
Incurred losses from operations	46,395	35,544
Accumulated deficit	$ 104,457	$ 83,762
Common Class A [Member]
Common stock price per share	$ 10.00

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

Intangible Assets, net (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	$ 1,543	$ 841
Weighted-average remaining lives of intangible assets	6 years
Amortization of intangible assets	$ 1,333
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted-average remaining lives of intangible assets	12 years 7 months 6 days
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted-average remaining lives of intangible assets	1 year 10 months 24 days
Backlog [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted-average remaining lives of intangible assets	3 months

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Equity Incentive Plans

12 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Equity Incentive Plans

Note 18 — Equity Incentive Plans

In connection with the Merger, the Company adopted the 2023 Equity Incentive Plan, which provides for the issuance of stock options, restricted stock awards, RSUs and other stock-based compensation awards to employees, directors, officers, consultants or others who provide services to the Company. The specific terms of such awards are to be established by the board of directors or a committee thereof. The Company has reserved 2,290,183 shares of its Class A Common Stock for issuance under the terms of the 2023 Equity Incentive Plan.

Also in connection with the Merger, the Company adopted the 2023 Employee Stock Purchase Plan to assist eligible employees in acquiring stock ownership in the Company. Under the 2023 Employee Stock Purchase Plan, eligible employees may elect to enroll in the plan, designate a portion of eligible compensation to be withheld by the Company during an offering period, and purchase shares of the Company’s Class A Common Stock at the end of such offering period. The price of the shares purchased shall not be less than 85% of the fair market value of a share on the enrollment date or on the purchase date, whichever is lower. The Company has reserved 687,055 shares of its Class A Common Stock for issuance under the terms of the 2023 Employee Stock Purchase Plan. As of September 30, 2024, the Company had not commenced any offering period nor sold any shares under this plan.

Prior to the Merger, Legacy Mobix had three equity incentive plans which provided for the issuance of stock-based compensation awards and immediately prior to the Merger, Legacy Mobix RSUs and stock options were outstanding under these plans. Under the terms of the 2023 Equity Incentive Plan, no further awards may be made under the Legacy Mobix equity incentive plans.

Restricted Stock Units

In connection with the Merger, all of Legacy Mobix’s 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.

In November 2022, Legacy Mobix and certain of its officers and key employees agreed to enter into amended RSU agreements relating to an aggregate of 10,000,000 RSUs and in March 2023 and May 2023, Legacy Mobix and certain of its officers and key employees agreed to forfeit the 10,000,000 RSUs. The RSUs to these officers and key employees were replaced with a commitment from the Company, contingent upon closing of the Merger, to issue an aggregate of 5,000,000 RSUs (of which 1,000,000 were modified to common stock warrants upon the holder’s termination of employment) over three years, beginning on the first anniversary of the Closing of the Merger. Because the vesting of these awards was subject to both a service condition and a performance condition (the completion of the Merger), the Company determined that vesting of the awards was not probable and did not recognize any stock-based compensation expense for these awards prior to the Closing.

MOBIX LABS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

Upon Closing, the performance condition was satisfied, and vesting of the awards is subject only to a service condition. As a result, the Company is required to recognize the value of these awards over the requisite service period. During the year ended September 30, 2024, the Company recognized stock-based compensation expense of $20,634 relating to these RSUs and warrants, which includes a catch-up for the portion of the service period completed prior to the performance condition being satisfied. Also during the year ended September 30, 2024, in connection with a separation of employment, the Company modified 1,000,000 RSUs held by an employee such that the RSUs—which were subject to forfeiture under their original terms—would continue to vest over their original service period. Because the fair value of the modified awards was lower than the grant-date fair value of the original awards, the Company recognized a $2,242 reduction of stock-based compensation expense during the year ended September 30, 2024.

During the year ended September 30, 2023, certain employees agreed to forfeit 670,000 RSUs with no current replacement award. As a result, the Company recognized $3,203 of stock-based compensation expense in the year ended September 30, 2023.

A summary of activity in the Company’s RSUs for the year ended September 30, 2024 is as follows:

	Number of units			Weighted- Average Grant Date Fair Value per Unit

Outstanding at September 30, 2023		209,494		$	6.84
Performance-based RSUs		3,999,999			8.57
Other RSUs issued		450,161			2.35
Forfeited		(34,915	)		6.84
Vested		(161,486	)		6.84
Outstanding at September 30, 2024		4,463,253			7.93

No RSUs vested during the year ended September 30, 2023. Unrecognized compensation expense related to RSUs was $27,920 as of September 30, 2024 and is expected to be recognized over a weighted-average period of 3.3 years.

Stock Options

Stock options granted under the Company’s equity incentive plan may be Incentive Stock Options (“ISOs”) or Non-Statutory Stock Options (“NSOs”). ISOs may be granted only to employees and NSOs may be granted to employees and consultants. The types of awards granted to consultants do not vary in characteristics from those granted to employees. The term of each option, which is stated in each option agreement, cannot exceed ten years from the date of grant. The exercise price is determined by the Company’s board of directors. If granted to an employee (other than employee who owns stock representing more than 10% of the voting power of all classes of stock), the option exercise price cannot be less than the fair market value of the stock on the date of grant as determined by the Company’s board of directors. Vesting requirements for options granted under the plans are determined by the board of directors. Stock option awards generally vest over periods of one to four years. Certain awards require the performance of one year of service before vesting commences, with a specified percentage of the award vesting after one year of service, and the remainder vesting ratably over the remaining vesting period.

In connection with the Merger, all Legacy Mobix stock options were assumed by the Company and converted into the same number of stock options of the Company, with no change to their exercise prices, vesting conditions or other terms.

MOBIX LABS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

Stock option activity for the year ended September 30, 2024 is as follows:

Schedule of Stock Option Activity

	Number of Options			Weighted- Average Exercise Price per Share		Weighted- Average Remaining Contractual Term (years)
Outstanding at September 30, 2023		5,905,684		$	4.28
Granted		32,200			6.84
Exercised		(1,797,841	)		1.69
Forfeited		(870,776	)		6.58
Expired		(528,421	)		6.27
Outstanding at September 30, 2024		2,740,846			4.89		6.9
Exercisable at September 30, 2024		2,382,697			4.65		6.8

The terms of stock option awards permit a “net share settlement” for exercises of stock options, at the Company’s discretion. Stock options exercised during the year ended September 30, 2024 include options to purchase an aggregate of 474,313 shares which were exercised and settled for 198,115 shares of Class A Common Stock, with no cash proceeds to the Company.

Unrecognized stock-based compensation expense related to stock options, totaling $1,217 as of September 30, 2024, is expected to be recognized over a weighted-average period of 1.8 years. The aggregate intrinsic value of stock options outstanding and stock options exercisable as of September 30, 2024 was $576 and $576, respectively. The total intrinsic value of options exercised during the years ended September 30, 2024 and 2023 was $4,709 and $0, respectively. The total fair value of options that vested during the years ended September 30, 2024 and 2023 was $1,726 and $4,880, respectively.

The weighted-average grant date fair value of options granted during the years ended September 30, 2024 and 2023 was $3.50 and $3.61, respectively. The fair value of stock options granted was estimated with the following assumptions:

	Year ended September 30,
	2024						2023
	Range						Range
	Low			High			Low			High

Expected volatility		54.8	%		55.6	%		52.4	%		54.4	%
Expected dividend yield		0	%		0	%		0	%		0	%
Risk-free interest rate		3.9	%		4.4	%		3.6	%		4.2	%
Expected term (years)		4.5			5.3			4.6			5.8

The consolidated statements of operations and comprehensive loss include stock-based compensation expense as follows:

	2024		2023
	Year ended September 30,
	2024		2023

Cost of revenue	$	15	$	31
Research and development		1,124		1,842
Selling, general and administrative		20,244		13,603
Total stock-based compensation expense	$	21,383	$	15,476

MOBIX LABS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023
Payables and Accruals [Abstract]
Accrued compensation and benefits	$ 1,770	$ 2,841
Accrued professional fees	340	273
Accrued interest	177	304
Deferred revenue	1,076	138
Committed equity facility fees	1,553
Unpaid Merger-related transaction costs	1,090
RaGE Earnout	2,098
Other	2,221	963
Total accrued expenses and other current liabilities	$ 10,325	$ 4,519

Schedule of Earnings Per Share Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Allocation of net loss	$ (20,034)	$ (39,621)
Deemed dividend from warrant price adjustment	(661)
Net loss available to common stockholders	$ (20,695)	$ (39,621)
Weighted-average shares outstanding	28,419,593	14,612,600
Basic net loss per share of Class A and Class B Common Stock	$ (0.73)	$ (2.71)
Number of shares used in per share computation	29,483,021	14,612,600
Diluted net loss per share of Class A and Class B Common Stock	$ (0.75)	$ (2.71)
Common Stock [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Allocation of net loss		$ (39,621)
Deemed dividend from warrant price adjustment
Net loss available to common stockholders		$ (39,621)
Weighted-average shares outstanding		14,612,600
Basic net loss per share of Class A and Class B Common Stock		$ (2.71)
Net loss available to common stockholders		$ (39,621)
Change in fair value of PIPE make-whole liability
Change in fair value of liability-classified warrants
Reallocation of net loss as a result of conversion of Class B to Class A Common Stock
Reallocation of net loss
Allocation of net loss		$ (39,621)
Number of shares used in basic earnings per share calculation		14,612,600
Shares issuable in satisfaction of PIPE make-whole liability
Shares issuable under liability-classified warrants
Conversion of Class B to Class A Common Stock
Number of shares used in per share computation		14,612,600
Diluted net loss per share of Class A and Class B Common Stock		$ (2.71)
Common Class A [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Allocation of net loss	$ (18,452)
Deemed dividend from warrant price adjustment	(609)
Net loss available to common stockholders	$ (19,061)
Weighted-average shares outstanding	26,175,279
Basic net loss per share of Class A and Class B Common Stock	$ (0.73)
Net loss available to common stockholders	$ (19,061)
Change in fair value of PIPE make-whole liability	(764)
Change in fair value of liability-classified warrants	(634)
Reallocation of net loss as a result of conversion of Class B to Class A Common Stock	(1,754)
Reallocation of net loss
Allocation of net loss	$ (22,213)
Number of shares used in basic earnings per share calculation	26,175,279
Shares issuable in satisfaction of PIPE make-whole liability	727,223
Shares issuable under liability-classified warrants	336,205
Conversion of Class B to Class A Common Stock	2,244,314
Number of shares used in per share computation	29,483,021
Diluted net loss per share of Class A and Class B Common Stock	$ (0.75)
Common Class A [Member] \| Common Stock [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Allocation of net loss
Common Class B [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Allocation of net loss	(1,582)
Deemed dividend from warrant price adjustment	(52)
Net loss available to common stockholders	$ (1,634)
Weighted-average shares outstanding	2,244,314
Basic net loss per share of Class A and Class B Common Stock	$ (0.73)
Net loss available to common stockholders	$ (1,634)
Change in fair value of PIPE make-whole liability	(66)
Change in fair value of liability-classified warrants	(54)
Reallocation of net loss as a result of conversion of Class B to Class A Common Stock
Reallocation of net loss	63
Allocation of net loss	$ (1,691)
Number of shares used in basic earnings per share calculation	2,244,314
Shares issuable in satisfaction of PIPE make-whole liability
Shares issuable under liability-classified warrants
Conversion of Class B to Class A Common Stock
Number of shares used in per share computation	2,244,314
Diluted net loss per share of Class A and Class B Common Stock	$ (0.75)
Common Class B [Member] \| Common Stock [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Allocation of net loss

Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Property, Plant and Equipment [Line Items]
Impairment losses on long lived assets	$ 1,333
Advertising expenses	$ 91	$ 175
Minimum [Member]
Property, Plant and Equipment [Line Items]
Finite live intangible assets term	1 year
Maximum [Member]
Property, Plant and Equipment [Line Items]
Finite live intangible assets term	15 years

Schedule of Activity in the Company's RSUs (Details) - $ / shares	1 Months Ended	12 Months Ended
	Nov. 30, 2022	Sep. 30, 2024	Sep. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of units, forfeited	(10,000,000)		(670,000)
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of units, outstanding balance		209,494
Weighted-average grant date fair value per unit, balance		$ 6.84
Number of units, Performance based RSU		3,999,999
Weighted average grant date fair value per unit performance based RSUs		$ 8.57
Other RSU's issued		450,161
Weighted average grant date fair value per unit Other RSU's issued		$ 2.35
Number of units, forfeited		(34,915)
Weighted average grant date fair value per unit Forfeited		$ 6.84
Number of units, vested		(161,486)
Weighted average grant date fair value per unit Vested		$ 6.84
Number of units, outstanding balance		4,463,253	209,494
Weighted-average grant date fair value per unit, balance		$ 7.93	$ 6.84

Acquisitions (Tables)

12 Months Ended

Sep. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Schedule of Purchase Consideration and Allocation


Purchase consideration:
Common stock issued to seller	$	7,682
Cash consideration (at present value)		1,836
Total Purchase Consideration	$	9,518
Allocation:
Cash	$	420
Accounts receivable		558
Inventory		1,146
Other current assets		5
Property and equipment		275
Operating lease right-of-use asset		192
Intangible asset—customer relationships		7,400
Intangible asset—developed technology		300
Intangible asset—trade name		200
Goodwill		4,008
Other assets		57
Accounts payable		(1,647	)
Accrued expenses		(1,622	)
Operating lease liability		(192	)
Deferred tax liability		(1,582	)
	$	9,518

Purchase consideration:
Contingently redeemable common stock issued to seller	$	8,856
Cash consideration (at present value)		2,041
	$	10,897
Allocation:
Cash	$	45
Accounts receivable		387
Inventory		155
Other current assets		7
Property and equipment		107
Other assets		30
Intangible asset—customer relationships		4,500
Intangible asset—backlog		300
Intangible asset—trade name		100
Goodwill		6,841
Accounts payable		(228	)
Accrued expenses		(263	)
Deferred tax liability		(1,084	)
	$	10,897

Schedule of Unaudited ProForma Net Revenues and Net income (Loss)

	2024			2023
	Year ended September 30,
	2024			2023

Net revenue	$	10,268		$	8,802
Net loss		(21,436	)		(40,558	)

Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands	Redeemable Convertible Preferred Stock [Member] Preferred Stock [Member]	Series A Redeemable Convertible Preferred Stock [Member] Preferred Stock [Member]	Contingently Redeemable Common Stock [Member]	Legacy Common Stock [Member]	Common Class A [Member] Common Stock [Member]	Common Class A [Member]	Common Class B [Member] Common Stock [Member]	Common Class B [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Sep. 30, 2022		$ 2,300								$ 34,722	$ (44,141)	$ (9,419)
Balance, shares at Sep. 30, 2022	588,235	1,666,666		11,868,397
Issuance of common stock										13,396		13,396
Issuance of common stock, shares				1,958,312
Issuance of common stock upon exercise of warrants										909		909
Issuance of common stock upon exercise of warrants, shares				1,218,461
Issuance of common stock in settlement of loss contingency										8,434		8,434
Issuance of common stock in settlement of loss contingency, shares				1,233,108
Issuance of common stock to service providers										377		377
Issuance of common stock to service providers, shares				55,091
Conversion of notes to common stock										943		943
Conversion of notes to common stock, shares				187,971
Conversion of SAFEs to common stock										1,126		1,126
Conversion of SAFEs to common stock, shares				170,835
Issuance of warrants to service providers										10		10
Issuance of warrants in connection with notes payable										3,028		3,028
Stock-based compensation										15,476		15,476
Net loss									$ (39,621)		(39,621)	(39,621)
Issuance of common stock upon vesting of RSUs, shares									1,233,108
Balance at Sep. 30, 2023		$ 2,300								78,421	(83,762)	(5,341)
Balance, shares at Sep. 30, 2023	588,235	1,666,666		16,692,175
Issuance of common stock										3,607		3,607
Issuance of common stock, shares				482,171	437,830	370,000
Issuance of common stock upon exercise of warrants										3,397		3,397
Issuance of common stock upon exercise of warrants, shares					3,410,359
Issuance of warrants in connection with notes payable										515		515
Stock-based compensation										21,383		21,383
Net loss						$ (18,452)		$ (1,582)			(20,034)	(20,034)
Issuance of contingently redeemable common stock for acquisition of EMI Solutions, Inc.			$ 8,856
Issuance of contingently redeemable common stock for acquisition of EMI Solutions, Inc., shares			964,912
Lapse of redemption feature on common stock			$ (8,856)							8,856		8,856
Lapse of redemption feature on common stock, shares			(964,912)	964,912
Reverse recapitalization transactions, net (Note 3)		$ (2,300)								(16,083)		(16,083)
Reverse recapitalization transactions, net (Note 3), shares	(588,235)	(1,666,666)		(18,139,258)	22,901,838		2,254,901
Issuance of common stock for acquisition of RaGE Systems, Inc.										7,682		7,682
Issuance of common stock for acquisition of RaGE Systems, Inc., shares					3,214,045
Issuance of placement agent warrants										82		82
Issuance of common stock upon exercise of stock options										225		$ 225
Issuance of common stock upon exercise of stock options, shares					1,521,643							1,797,841
Issuance of common stock upon vesting of RSUs
Issuance of common stock upon vesting of RSUs, shares					161,486
Issuance of PIPE make-whole shares										1,241		1,241
Issuance of PIPE make-whole shares, shares					1,052,029
Conversion of Class B common stock to Class A common stock
Conversion of Class B common stock to Class A common stock, shares					125,000		(125,000)
Deemed dividend from warrant price adjustment										661	(661)
Balance at Sep. 30, 2024										$ 109,987	$ (104,457)	$ 5,530
Balance, shares at Sep. 30, 2024					32,824,230		2,129,901

Income Taxes (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
Income Taxes (Details Narrative) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023
Deferred tax liabilities	$ 320	$ 86
Deferred income tax expense benefit	(2,432)	66
Valuation allowance deferred tax asset change in amount	7,297	7,936
Deferred tax assets operating loss carryforwards foreign	55,542
Deferred tax assets operating loss carryforwards state and local	$ 41,547
Effective income tax rate reconciliation taxable income	80.00%
Unrecognized tax benefits	$ 2,080	$ 2,080
Tax credit carryforward amount	13,537
EMI Solutions And RaGE Systems [Member]
Deferred tax liabilities	2,666
Deferred income tax expense benefit	$ 2,432

Income Taxes (Tables)

12 Months Ended

Sep. 30, 2024

Income Tax Disclosure [Abstract]

Schedule of Provision for Income Taxes

Substantially all of the Company’s pretax loss was generated in the United States. The provision (benefit) for income taxes consists of the following:

Schedule of Provision for Income Taxes


	Year ended September 30,
	2024			2023

Current
Federal	$	—		$	—
State		3			1
Total current		3			1

Deferred
Federal		(2,198	)		66
State		(234	)		—
Total deferred		(2,432	)		66
Provision (benefit) for income taxes	$	(2,429	)	$	67

Schedule of Loss Before Income Tax

The provision for income taxes differs from the amount computed by applying the U.S. federal statutory rate of 21% to the Company’s loss before income taxes as follows:

Schedule of Loss Before Income Tax


	Year ended September 30,
	2024			2023

Income tax benefit computed at the U.S. federal statutory rate	$	(4,717	)	$	(8,306	)
State and local income tax benefits, net of federal benefit		(731	)		(1,498	)
Change in valuation allowance		4,865			7,936
Non-deductible transaction costs		1,181			635
Fair value of warrants issued to lenders		154			470
Research and development credits		—			58
State tax rate change		(14	)		(22	)
Change in fair value of earnout liability		(6,695	)		—
Stock-based compensation		1,107			576
Non-deductible executive compensation		1,916			—
Other		505			218
Provision (benefit) for income taxes	$	(2,429	)	$	67

Schedule of Deferred Liabilities

Deferred tax liabilities, net consist of the following:

Schedule of Deferred Liabilities


	September 30,
	2024			2023

Deferred tax assets:
Net operating losses	$	14,312		$	8,268
Section 174 capitalized costs		2,843			2,832
Stock-based compensation		4,190			3,632
Lease liabilities		340			376
Accrued liabilities		190			581
Other		919			137
Total gross deferred tax assets		22,794			15,826
Valuation allowance		(19,152	)		(14,287	)
Net deferred tax assets		3,642			1,539

Deferred tax liabilities:
Intangible asset amortization		(3,566	)		(1,245	)
Fixed asset depreciation		(156	)		(137	)
Operating lease ROU assets		(240	)		(243	)
Total gross deferred tax liabilities		(3,962	)		(1,625	)
Deferred tax liabilities, net	$	(320	)	$	(86	)

Goodwill (Details Narrative) - USD ($)	12 Months Ended
Goodwill (Details Narrative) - USD ($)	Sep. 30, 2024	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Impairment charges on goodwill	$ 0	$ 0

Fair Value Measurements (Tables)

12 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Schedule of Fair Value Assets And Liabilities Measured On Recurring Basis

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


	Level 1		Level 2		Level 3		Total

Earnout liability	$	—	$	—	$	1,680	$	1,680
Private Warrants		—		—		330		330
PIPE Common Warrants and Placement Agent Warrants		—		—		1,809		1,809

Total	$	—	$	—	$	3,819	$	3,819

Schedule of Fair Value Measured On Recurring Basis Unobservable Input Reconciliation


*Year ended September 30, 2024:*	Earnout Liability			PIPE Make-Whole Liability			Liability Classified Warrants			SAFEs

Balance, September 30, 2023	$	—		$	—		$	—		$	1,512
Liabilities recognized		33,559			2,071			7,279			—
Conversion to Class A Common Stock in the Merger		—			—			—			(1,522	)
Exercise of warrants		—			—			(3,393	)
Settlement of liability		—			(1,241	)		(332	)		—
Change in fair value included in net loss		(31,879	)		(830	)		(1,415	)		10

Balance, September 30, 2024	$	1,680		$	—		$	2,139		$	—

Year ended September 30, 2023:	SAFEs

Balance, September 30, 2022	$	1,983
Conversion to Legacy Mobix common stock		(1,126	)
Change in fair value included in net loss		655

Balance, September 30, 2023	$	1,512

Schedule of Fair Value of Earnout Liability

	December 21, 2023 (Closing)			September 30, 2024

Stock price	$	10.66		$	1.06
Expected volatility		50	%		70	%
Risk-free rate		3.9	%		3.6	%
Contractual term		8 years			7.2 years

MOBIX LABS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

PIPE Make-Whole Liability

	December 21, 2023 (Closing)

Stock price	$	10.17
Expected volatility		49	%
Risk-free rate		5.4	%
Contractual term		4 months

- Definition

Tabular disclosure of all significant concentrations of risk, including credit risk and market risk, arising from all financial instruments (as defined), whether from an individual counterparty or groups of counterparties. The disclosure concerning concentrations of risk may consist of the following information: (1) for concentrations of credit risk disclosure may include: (a) information about the (shared) activity, region, or economic characteristic that identifies the concentration, (b) the maximum amount of loss due to credit risk that, based on the gross fair value of the financial instrument, the entity would incur if parties to the financial instruments that make up the concentration failed completely to perform according to the terms of the contracts and the collateral or other security, if any, for the amount due proved to be of no value to the entity, (c) the policy of requiring collateral or other security to support financial instruments subject to credit risk, information about the entity's access to that collateral or other security, and the nature and a brief description of the collateral or other security supporting those financial instruments, and (d) the policy of entering into master netting arrangements to mitigate the credit risk of financial instruments, information about the arrangements for which the entity is a party, and a brief description of the terms of those arrangements, including the extent to which they would reduce the entity's maximum amount of loss due to credit risk and (2) for disclosure of quantitative information about the market risks of financial instruments that is consistent with the way the company manages or adjusts those risks, disclosure may include: (a) more details about current positions and perhaps activity during the period, (b) the hypothetical effects on comprehensive income (or net assets), or annual income, of several possible changes in market prices, (c) a gap analysis of interest rate re-pricing or maturity dates, (d) the duration of the financial instruments, (e) the entity's value at risk from derivatives and from other positions at the end of the reporting period and the average value at risk during the year, or (f) other ways of reporting quantitative information as internally developed.

+ References + Details

Schedule of Company’s Net Revenue by Geographic Region (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Revenues from External Customers and Long-Lived Assets [Line Items]
Total net revenue	$ 6,442	$ 1,224
UNITED STATES
Revenues from External Customers and Long-Lived Assets [Line Items]
Total net revenue	5,699	674
CHINA
Revenues from External Customers and Long-Lived Assets [Line Items]
Total net revenue	288
Czech Republic, Koruny
Revenues from External Customers and Long-Lived Assets [Line Items]
Total net revenue	17	223
THAILAND
Revenues from External Customers and Long-Lived Assets [Line Items]
Total net revenue		300
Other [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Total net revenue	$ 438	$ 27

- Definition

Amount, including tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value-added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 4: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 32
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Reference 5: http://fasb.org/us-gaap/role/ref/otherTransitionRef
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-Name Accounting Standards Codification
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Paragraph 42
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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-42

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
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-Paragraph 22
-Subparagraph (b)
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-4

+ Details

Schedule of Consolidated Statements of Operations and Comprehensive Loss (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 21,383	$ 15,476
Cost of Sales [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	15	31
Research and Development Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	1,124	1,842
Selling, General and Administrative Expenses [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 20,244	$ 13,603

Property and Equipment, net (Tables)

12 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment Net

Property and equipment, net consists of the following:


	Estimated Useful Life	September 30,
	(years)	2024			2023

Equipment and furniture	5 - 7	$	948		$	858
Laboratory equipment	5		687			601
Leasehold improvements	Shorter of estimated useful life or remaining lease term		891			850
Construction in progress			—			584
Property and equipment, gross			2,526			2,893
Less: Accumulated depreciation			(1,349	)		(1,034	)
Property and equipment, net		$	1,177		$	1,859

Geographical Information (Tables)

12 Months Ended

Sep. 30, 2024

Segment Reporting [Abstract]

Schedule of Company’s Net Revenue by Geographic Region

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

	2024		2023
	Year ended September 30,
	2024		2023

United States	$	5,699	$	674
China		288		—
Czech Republic		17		223
Thailand		—		300
Other		438		27
Total net revenue	$	6,442	$	1,224

Schedule of Unaudited ProForma Net Revenues and Net income (Loss) (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
Net revenue	$ 10,268	$ 8,802
Net loss	$ (21,436)	$ (40,558)

Inventory

12 Months Ended

Sep. 30, 2024

Inventory Disclosure [Abstract]

Inventory

Note 5 — Inventory

Inventory consists of the following:

Schedule of Inventory

	2024		2023
	September 30,
	2024		2023

Raw materials	$	1,550	$	265
Finished goods		175		54
Total inventory	$	1,725	$	319

Schedule of Issuance of Warrants with Notes Payable (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Debt Instrument [Line Items]
Number of warrants issued with notes payable	201,965	239,464
Debt proceeds allocated to warrants	$ 155	$ 790
Minimum [Member]
Debt Instrument [Line Items]
Exercise prices per shares	$ 0.01	$ 0.01
Contractual terms	1 year	1 month
Maximum [Member]
Debt Instrument [Line Items]
Exercise prices per shares	$ 2.00	$ 3.00
Contractual terms	2 years	12 months

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Goodwill

12 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

Note 8 — Goodwill


Balance at September 30, 2023	$	5,217
Balance	$	5,217
Acquisition of EMI Solutions		6,841
Acquisition of RaGE Systems		4,008
Balance at September 30, 2024	$	16,066
Balance	$	16,066

The Company performed its annual goodwill assessment as of July 31, 2024 and 2023. The Company assessed all relevant qualitative factors to determine whether it was more likely than not that the fair value of a reporting unit was less than its carrying amount. Based on this assessment, the Company concluded that it was more likely than not that the fair value of each reporting unit was greater than its carrying amount, and that a quantitative goodwill impairment test was not necessary. The Company recorded no impairment charges on goodwill for the years ended September 30, 2024 and 2023.

MOBIX LABS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

Property and Equipment, net

12 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Property and Equipment, net

Note 6 — Property and Equipment, net

Property and equipment, net consists of the following:


	Estimated Useful Life	September 30,
	(years)	2024			2023

Equipment and furniture	5 - 7	$	948		$	858
Laboratory equipment	5		687			601
Leasehold improvements	Shorter of estimated useful life or remaining lease term		891			850
Construction in progress			—			584
Property and equipment, gross			2,526			2,893
Less: Accumulated depreciation			(1,349	)		(1,034	)
Property and equipment, net		$	1,177		$	1,859

Depreciation expense for the years ended September 30, 2024 and 2023 was $472 and $449, respectively.

During the year ended September 30, 2024, the Company wrote off certain tooling having a carrying value of $584 which management determined it would not use in production. The charge is included in “Research and development” in the consolidated statements of operations and comprehensive loss.

Accrued Expenses and Other Current Liabilities (Tables)

12 Months Ended

Sep. 30, 2024

Payables and Accruals [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following:


	September 30,
	2024		2023

Accrued compensation and benefits	$	1,770	$	2,841
Accrued professional fees		340		273
Accrued interest		177		304
Deferred revenue		1,076		138
Committed equity facility fees		1,553		—
Unpaid Merger-related transaction costs		1,090		—
RaGE Earnout		2,098		—
Other		2,221		963
Total accrued expenses and other current liabilities	$	10,325	$	4,519

Equity (Tables)

12 Months Ended

Sep. 30, 2024

Equity [Abstract]

Schedule of Common Stock Available for Issuance

As of September 30, 2024, 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			285,000,000
Less:
Class A Common Stock outstanding			32,824,230
Reserve for conversion of Class B Common Stock			2,129,901
Reserve for exercise of the Public Warrants and Private Warrants			9,000,000
Reserve for exercise of other common stock warrants			9,675,800
Reserve for Earnout Shares			3,500,000
Reserve for RaGE Earnout			1,285,618
Stock options and RSUs outstanding			7,204,099
Awards available for grant under 2023 Equity Incentive Plan			1,840,022
Reserve for issuance under 2023 Employee Stock Purchase Plan			687,055
Class A Common Stock available for issuance			216,853,275

Equity

12 Months Ended

Sep. 30, 2024

Equity [Abstract]

Equity

Note 16 — Equity

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.

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 amended and restated certificate of incorporation authorizes the Company to issue 10,000,000 shares of preferred stock, par value $0.00001, and the Company’s board of directors is authorized to designate one or more series of preferred stock, to fix the number of shares constituting any such series of preferred stock, and the powers, preferences and rights of any such series of preferred stock. Through September 30, 2024, the board of directors had not designated any such series of preferred stock and as of September 30, 2024 no shares of preferred stock were issued or outstanding.

MOBIX LABS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

Common Stock

The Company is authorized to issue 285,000,000 shares of Class A Common Stock and 5,000,000 shares of Class B Common Stock. 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 preferred stock with respect to rights upon liquidation of the Company. Neither class of common stock is 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 year ended September 30, 2024, Legacy Mobix sold 482,171 shares of its common stock at various dates in private placements for net proceeds of $3,286. In connection with the issuance of these shares, Legacy Mobix also granted one investor a warrant to purchase 27,413 shares of common stock at a price of $0.01 per share. The warrant is immediately exercisable and has a term of one year. The Company determined the warrant to be a freestanding equity instrument 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. Subsequent to the Merger, the Company sold 370,000 shares of its Class A Common Stock to an unaffiliated investor for proceeds of $192. The Company also issued the investor a warrant to purchase an aggregate of 407,000 shares of its Class A Common Stock at a price of $1.18 per share. The warrant is immediately exercisable and has a five-year term.

During the year ended September 30, 2023, Legacy Mobix sold 1,958,312 shares of its common stock at various dates in private placements for net proceeds of $13,396. In connection with the issuance of these shares, the Company also granted two investors warrants to purchase an aggregate of 605,000 shares of the Company’s common stock at a price of $0.01 per share. The warrants are immediately exercisable and have terms ranging from one to two years. The Company determined the warrants to be free-standing equity 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 warrants 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.

As of September 30, 2024, 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			285,000,000
Less:
Class A Common Stock outstanding			32,824,230
Reserve for conversion of Class B Common Stock			2,129,901
Reserve for exercise of the Public Warrants and Private Warrants			9,000,000
Reserve for exercise of other common stock warrants			9,675,800
Reserve for Earnout Shares			3,500,000
Reserve for RaGE Earnout			1,285,618
Stock options and RSUs outstanding			7,204,099
Awards available for grant under 2023 Equity Incentive Plan			1,840,022
Reserve for issuance under 2023 Employee Stock Purchase Plan			687,055
Class A Common Stock available for issuance			216,853,275

The Company has never declared or paid any dividends on any class of its equity securities and does not expect to do so in the near future.

MOBIX LABS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

Committed Equity Facility

On March 18, 2024, the Company entered into a Purchase Agreement (“Purchase Agreement”) and a related Registration Rights Agreement with B. Riley Principal Capital II (“B. Riley”) which provides the Company the right, in its sole discretion, and subject to the satisfaction of the conditions set forth therein, to sell to B. Riley up to 9,500,000 newly issued shares of its Class A Common Stock (subject to certain limitations) from time to time. Any sales of Class A Common Stock pursuant to the Purchase Agreement, and the timing of any sales, are solely at the Company’s option, and the Company is under no obligation to sell any securities to B. Riley. The per share purchase price that B. Riley will pay for shares of Class A Common Stock will be determined by reference to the volume weighted average price of the Class A Common Stock measured over the regular trading session or intraday period of the trading session on Nasdaq on the date of each purchase, in each case as defined in the Purchase Agreement, less a three percent discount. However, in July 2024 the Company entered into an unrelated private placement transaction, the terms of which prohibit the Company from selling shares of its Class A Common Stock in variable rate transactions, which includes sales pursuant to the Purchase Agreement, until the one year anniversary of the date the registration statement relating to the private placement is effective.

As consideration for B. Riley’s commitment to purchase shares of the Company’s Class A Common Stock, the Company agreed to pay a cash commitment fee in the amount of $1,500. B. Riley will withhold 30% in cash from the total aggregate purchase price until B. Riley has received the entire cash commitment fee. If any portion of the commitment fee remains unpaid on the earlier of the termination of the agreement or December 15, 2024, then the Company must pay B. Riley the remainder of the commitment fee in cash. The Company also agreed to reimburse B. Riley for reasonable legal fees and disbursements in an amount not to exceed $75 upon the execution of the Purchase Agreement and Registration Rights Agreement and $5 per fiscal quarter. In April 2024, the Company filed a registration statement with the Securities and Exchange Commission to register under the Securities Act, the offer and resale by B. Riley of up to 9,500,000 shares of Class A Common Stock that the Company may elect to sell to B. Riley pursuant to the Purchase Agreement, and the registration statement was declared effective on May 13, 2024.

During the year ended September 30, 2024, the Company sold 36,367 shares of its Class A Common Stock to B. Riley under the Purchase Agreement for gross proceeds of $73. The amount and timing of the proceeds the Company receives from the sale of shares of Class A Common Stock pursuant to the Purchase Agreement, if any, 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. For the year ended September 30, 2024, cash commitment and other fees under the Purchase Agreement totaling $1,577 are included in “Other non-operating losses, net” in the consolidated statements of operations and comprehensive loss.

- Definition

The entire disclosure for equity.

+ References

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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Subparagraph (d)
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org/505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (a)
-Publisher FASB
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

+ Details

Schedule of Loss Before Income Tax (Details) (Parenthetical)	12 Months Ended
	Sep. 30, 2024
Income Tax Disclosure [Abstract]
Effective income tax rate	21.00%

Schedule of Antidilutive Shares (Details) - shares	12 Months Ended
Schedule of Antidilutive Shares (Details) - shares	Sep. 30, 2024	Sep. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Shares	28,508,497	9,070,467
Public and Private Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Shares	9,000,000
PIPE Common Warrants and Placement Agent Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Shares	5,956,835
Earnout shares [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Shares	3,500,000
Rage Earnout [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Shares	1,285,618
Restricted Stock Units (RSUs) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Shares	4,463,253	209,494
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Shares	2,740,846	5,905,684
Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Shares		2,254,901
Common Stock Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Shares	1,561,945	700,388

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Insider Trading Arrangements [Line Items]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false