UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.03 Material Modification to Rights of Security Holders.
On April 2, 2026, Mobix Labs, Inc. (the “Company”) filed a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware (the “Certificate of Amendment”), which became effective at 4:00 p.m. Eastern Time on April 6, 2026, and implemented a one-for-ten (1:10) reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding shares of Class A Common Stock and Class B Common Stock, each with a par value $0.00001 per share (together, the “Common Stock”). In connection with the Reverse Stock Split, the CUSIP number for the Common Stock changed to 60743G209. The trading symbol for the Common Stock remains “MOBX”.
As a result of the Reverse Stock Split, every ten (10) shares of Common Stock issued and outstanding were converted into one (1) share of Common Stock. No fractional shares will be issued in connection with the Reverse Stock Split. Cash will be paid in lieu of fractional shares for any fractional shares of Common Stock resulting from the Reverse Stock Split. The Reverse Stock Split affects all stockholders uniformly and does not alter any stockholder’s percentage ownership interest in the Company, except for adjustments related to fractional shares. The Reverse Stock Split will also proportionately adjust the number of shares available under the Company’s equity incentive plan and the exercise price and number of shares underlying stock options and warrants outstanding on the day the Reverse Stock Split was effective, in each case in accordance with their terms. The Reverse Stock Split did not change the par value of the Common Stock or the authorized number of shares of Common Stock.
Additionally, the Company has instructed Continental Stock Transfer and Trust Company (“Continental”) to send a notice to the holders of the Company’s outstanding: (i) public warrants to purchase up to 600,000 shares of Class A Common Stock; and (ii) private placement warrants to purchase up to 340.000 shares of common stock (the “Private Placement Warrants”), in each case, pursuant to that certain Warrant Agreement between Chavant Capital Acquisition Corporation and Continental, as warrant agent, dated December 21, 2023, informing the holders that, as a result of the Reverse Stock Split, each Public Warrant and Private Placement Warrant will become exercisable for 1/10th of a share of common stock at an exercise price of $57.90 per share.
The foregoing description of the Certificate of Amendment is a summary of the material terms thereof, does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed with this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in Item 3.03 is hereby incorporated by reference into this Item 5.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment of Amended and Restated Certificate of Incorporation of Mobix Labs, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| MOBIX LABS, INC. | ||
| By: | /s/ Keyvan Samini | |
| Name: | Keyvan Samini | |
| Title: | President and Chief Financial Officer | |
Date: April 9, 2026
Exhibit 3.1
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
MOBIX LABS, INC.
Mobix Labs, Inc, a Delaware corporation (the “Corporation”), hereby certifies that:
1. The certificate of incorporation of the Corporation is hereby amended by inserting the following at the beginning of Article FOURTH thereof:
Effective immediately upon the effectiveness of the Certificate of Amendment adding this paragraph to this Certificate of Incorporation (the “Effective Time”), each ten (10) to fifty (50) shares of Class A Common Stock or Class B Common Stock that are issued and outstanding immediately prior to the Effective Time shall be reclassified and combined into one (1) validly issued, fully paid, and non-assessable share of Class A Common Stock or Class B Common Stock, respectively, with the exact ratio within such range to be determined by the Board of Directors prior to the Effective Time and notice of such ratio to be given by the Corporation to its stockholders (the “Reverse Split”). The Reverse Split shall occur automatically without any further action by the Corporation or its stockholders and whether or not any certificate representing such shares immediately prior to the Effective Time (the “Old Certificate”) is surrendered to the Corporation.
2. The amendment set forth in this certificate of amendment has been adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.
3. On March 25, 2026, the Board of Directors of the Corporation determined that each ten (10) shares of the Corporation’s Class A Common Stock or Class B Common Stock that are issued and outstanding immediately prior to the Effective Time, shall automatically be reclassified and combined into one (1) validly issued, fully paid, and non-assessable share of Class A Common Stock or Class B Common Stock, respectively, pursuant to the amendment set forth in this Certificate of Amendment. The Corporation gave notice to its stockholders of this ratio on April 2, 2026.
4. This certificate of amendment shall be effective on April 6, 2026 at 4:00 p.m. Eastern Time.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has executed and acknowledged this certificate on the date set forth below.
| MOBIX LABS, INC. | ||
| By: | /s/ Keyvan Samini | |
| Name: | Keyvan Samini | |
| Title: | President / Chief Financial Officer | |
| Date: | April 2, 2026 | |