UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 3, 2025

MOBIX LABS, INC.

(Exact name of registrant as specified in its charter)

(949) 808-8888

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders

On January 3, 2025, Mobix Labs, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Meeting”) to vote on five proposals, as described in the definitive proxy statement filed by the Company with the SEC on December 18, 2024 (the “Proxy Statement”). Present at the Meeting were holders of 14,582,869 Class A Common Stock of the Company (the “Class A Common Stock”) and 2,129,901 Class B Common Stock of the Company (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”) represented in person or by proxy, representing approximately 66.2% of the voting power of the Common Stock as of December 16, 2024, the record date for the Meeting (the “Record Date”), and constituting a quorum for the transaction of business. As of the Record Date, there were 35,810,950 Common Stock issued and outstanding, consisting of 33,806,049 Class A Common Stock and 2,004,901 Class B Common Stock.

At the Meeting, the Company’s stockholders voted on the following proposals, each of which is described in more detail in the Proxy Statement. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Proxy Statement.

Set forth below are the final voting results for all the proposals presented at the Meeting:

Proposal No. 1: The Equity Grant Proposal

The Equity Grant Proposal was approved. The voting results were as follows:

Proposal No. 2: The Equity Incentive Plan Amendment Proposal

The Equity Incentive Plan Amendment Proposal was approved. The voting results were as follows:

Proposal No. 3: The 2023 Warrant Exercise Proposal

The 2023 Warrant Exercise Proposal was approved. The voting results were as follows:

Proposal No. 4: The 2024 Warrant Exercise Proposal

The 2024 Warrant Exercise Proposal was approved. The voting results were as follows:

Proposal No. 5: The Certificate of Incorporation Amendment Proposal

The Certificate of Incorporation Amendment Proposal was not approved. The voting results were as follows:

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 6, 2025