FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 For the transition period from ______________ to ______________ Commission File Number 001-40621 MOBIX LABS, INC.(Exact name of registrant as specified in its charter) 1 Venture, Suite 220Irvine, California 92618(Address of principal executive offices and zip code) (949) 808-8888(Registrant’s telephone number, including area code) Not Applicable(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: 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 (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period thatthe registrant 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: Accelerated filer☐Smaller reporting company☒Emerging growth company☒ Large accelerated filer☐Non-accelerated filer☒ 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The number of shares of the registrant’s Class A Common Stock and Class B Common Stock outstanding as of May 15, 2026 was13,237,406 and 200,491, respectively. MOBIX LABS, INC. TABLE OF CONTENTS PagePART I. FINANCIAL INFORMATION1Item 1.Financial Statements (unaudited)1Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations21Item 3.Quantitative and Qualitative Disclosures about Market Risk32Item 4.Controls and Procedures32PART II. OTHER INFORMATION34Item 1.Legal Proceedings34Item 1A.Risk Factors34Item 2.Unregistered Sales of Equity Securities and Use of Proceeds35Item 5.Other Information36Item 6.Exhibits37Signatures38i Cautionary Note Regarding Forward-Looking Statements This quarterly report on Form 10-Q for Mobix Labs, Inc. (the “Company”, “we”, “us” or “our”) contains “forward-lookingstatements,” as defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of theSecurities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are statements other than historicalinformation or statements of current condition and relate to future events or our future financial performance. The words “anticipate,”“believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,”“should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does notmean that a statement is not forward-looking. In this Quarterly Report on Form 10-Q, forward-looking statements include, but are notlimited to, any statements regarding: ●our financial and business performance;●our intent to pursue acquisitions of companies and technologies and the impact of such acquisitions on our business andresults of operations;●changes in our strategy, future operations, financial position, estimated revenues and losses, forecasts, projected costs,prospects and plans;●our expectation regarding our ability to continue as a going concern and ability to obtain sufficient liquidity to meet ouroperating needs and satisfy our obligations;●the implementation, market acceptance and success of our products and technology in the wireless and connectivity marketsand in potential new categories for expansion;●the demand for our products and the drivers of that demand;●our opportunities and strategies for growth;●our ability to scale in a cost-effective manner and maintain and expand our manufacturing and supply chain relationships;●our expectation that we will incur substantial expenses and continuing losses for the foreseeable future;●our expectations regarding our ability to obtain and maintain intellectual property protection and not infringe on the rights ofothers;●our assumptions underlying our critical accounting