Mobix Labs Inc-A 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________to__________ Commission file number: 001-40621 MOBIX LABS, INC.(Exact name of registrant as specified in its charter) Delaware98-1591717(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.) 1 Venture, Suite 220, Irvine, CA92618(Address of principal executive offices)(Zip Code) (949) 808-8888(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Class A Common Stock, par value $0.00001 pershareRedeemable warrants, each warrant exercisable forone share of Class A Common Stock Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.☐Yes☒No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.☐Yes☒No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.☒Yes No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).☒Yes No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company,” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).☐Yes☒No The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant (based on the closing price of theregistrant’s common stock as reported on the Nasdaq Capital Market on the last business day of the registrant’s most recentlycompleted second fiscal quarter ended March 31, 2025) was approximately $30.5 million. The number of outstanding shares of theregistrant’s Class A Common Stock and Class B Common Stock, as of November 30, 2025, was 64,308,034 and 2,004,901,respectively. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for its 2026 annual meeting of stockholders, which will be filed within 120 daysafter September 30, 2025, are incorporated by reference into Part III of this Annual Report on Form 10-K. MOBIX LABS, INC.ANNUAL REPORT ON FORM 10-KFOR THE YEAR ENDED SEPTEMBER 30, 2025 TABLE OF CONTENTS PagePART IItem 1.Business1Item 1A.Risk Factors8Item 1B.Unresolved Staff Comments28Item 1C.Cybersecurity28Item 2.Properties29Item 3.Legal Proceedings29Item 4.Mine Safety Disclosures29PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities30Item 6.[Reserved]30Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations31Item 7A.Quantitative and Qualitative Disclosures About Market Risk45Item 8.Financial Statements and Supplementary Data46Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure87Item