Financial Analysis

Note 13 Commitments and Contingencies The Company previously engaged a financial advisor to provide services and the financial advisor has asserted that the Company owes additional funds in excess of amounts previously recognized. The Company disputes the financial advisors claim. As of the date of these consolidated financial statements, no legal proceeding has been initiated in respect of this matter. The ultimate resolution of this matter may differ from the amount recognized and any such difference could be material to the Companys consolidated results of operations and cash flows. At this time, the Company is unable to reasonably estimate the possible amount or range of additional loss, if any, that it may incur. 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 proceedingsnor is the Company aware of any other pending or threatened litigationthat 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 in …

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Note 10 Debt Debt consists of the following: Schedule of Debt September 30, 2025 2024 Notes payable $ 3,934 $ 598 7% promissory notes related parties 2,251 2,495 Notes payable related parties 330 Notes payable 330 Total debt 6,185 3,423 Less: Amounts classified as current (5,086 ) (2,141 ) Noncurrent portion $ 1,099 $ 1,282 Notes Payable During the year ended September 30, 2025, the Company entered into three notes payable with financial institutions for net proceeds of $ 1,734 . The notes have terms of seven to eighteen months and require weekly payments, including finance charges, totaling $ 2,791 . The notes are secured by substantially all of the Companys assets and one note is guaranteed by an officer and director of the Company. The Company also entered into four additional notes payable having an aggregate principal amount of $ 1,275 with unrelated investors to meet its working capital needs. Net proceeds from the issuance of the notes were $ 1,152 . Two of the notes bear interest at rates ranging from 7 % to 12 % per annum; the remaining notes were issued at a discount and bear no interest. The notes mature at various dates from February 2025 to August 2026. One note requires monthly principal payments of $ 103 commencing in March 2026; the remainder of the notes require payment of the principal balance upon maturity. One note, having a principal amount of $ 550 , provides that the principal and accrued interest thereon, totaling $ 616 , may at the option of the inves …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

Note 16 Stock-Based Compensation 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. As of September 30, 2025, 2,560,898 shares of the Companys Class A Common Stock are available for the grant of awards under 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 and the Company reserved 687,055 shares of its Class A Common Stock for issuance under the plan. As of September 30, 2025, the Company had not commenced any offering period nor sold any shares under this plan. Restricted Stock Units In connection with the Merger, all of Legacy Mobixs RSUs were assumed by the Company and converted into an RSU covering the same number of shares of the Companys Class A Common Stock. MOBIX LABS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (in thousands, except share and per share amounts) As of September 30, 2023, the Company had committed to issue to certain officers and key employees, contingent upon closing of the Merger, an aggregate of 5,000,000 RSUs (of which 1,000,000 were modi …

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Note 17 Fair Value Measurements The carrying amounts of the Companys 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, 2025 and 2024 due to the relatively short duration of the notes payable, the 7 % promissory notes - related parties and the notes payable - related parties. Fair Value Hierarchy Liabilities measured at fair value on a recurring basis as of September 30, 2025 are as follows: Schedule of Fair Value Assets And Liabilities Measured On Recurring Basis Level 1 Level 2 Level 3 Total Earnout liability $ $ $ 1,240 $ 1,240 Liability-classified warrants 6,859 6,859 Total $ $ $ 8,099 $ 8,099 The Company classifies the earnout liability, the PIPE make-whole liability and the 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, 2025 or 2024. MOBIX LABS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (in thousands, except share and per share amounts) The following table provides a reconciliation of the balance of financial instruments measured at fair value on a recurring basis using Level 3 inputs: Schedul …

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Note 12 Income Taxes Substantially all of the Companys pretax loss was generated in the United States. The provision (benefit) for income taxes consists of the following: Schedule of Provision for Income Taxes 2025 2024 Year ended September 30, 2025 2024 Current Federal $ $ State 6 3 Total current 6 3 Deferred Federal 1 (2,198 ) State (234 ) Total deferred 1 (2,432 ) Provision (benefit) for income taxes $ 7 $ (2,429 ) The provision (benefit) for income taxes differs from the amount computed by applying the U.S. federal statutory rate of 21% to the Companys loss before income taxes as follows: Schedule of Loss Before Income Tax 2025 2024 Year ended September 30, 2025 2024 Income tax benefit computed at the U.S. federal statutory rate $ (9,685 ) $ (4,717 ) State and local income tax benefits, net of federal benefit (689 ) (731 ) Change in valuation allowance 5,758 4,865 Non-deductible transaction costs 1,181 Fair value of warrants issued to investors 1,342 154 State tax rate change (26 ) (14 ) Change in fair value of earnout liability (92 ) (6,695 ) Stock-based compensation 1,996 1,107 Non-deductible executive compensation 1,232 1,916 Other 171 505 Provision (benefit) for income taxes $ 7 $ (2,429 ) MOBIX LABS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (in thousands, except share and per share amounts) Deferred tax liabilities, net consist of the following: Schedule of Deferred Liabilities 2025 2024 September 30, 2025 2024 Deferred tax assets: Net operating lo …

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Note 11 Leases The Company has entered into operating leases for office space. The leases have remaining terms ranging from three months to 1.8 years and expire at various dates through July 2027. The leases do not contain residual value guarantees or restrictive covenants. During the year ended September 30, 2025, the Company entered into new or amended leases relating to four properties. In connection with these leases, the Company recognized additional right-of-use assets and operating lease liabilities of $ 528 . The Company also modified the lease on one property it occupies in Lowell, Massachusetts to reduce the remaining lease term. As a result of the modification, the Company recognized an $ 86 reduction in the related ROU asset and operating lease liability. There were no leases that had not yet commenced as of September 30, 2025 that will create significant additional rights and obligations for the Company. In March 2025, the Company vacated a leased 19,436 square foot office in Irvine, California, having a remaining lease term of 2.4 years and in April 2025 the lease was terminated. As a result of the termination of the lease, the Company recognized an impairment loss of $ 725 to reduce the carrying value of this asset group to its estimated fair value. The resulting impairment loss is included in Impairment of long-lived assets in the condensed consolidated statements of operations and comprehensive loss. The following lease costs are included in the consolidated …

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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 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 segments profit or loss and assets. The disclosures required under ASU 2023-07 are also required for public entities with a single reportable segment. The Company adopted ASU 2023-07 for its fiscal year ended September 30, 2025, with no material impact on its financial position or results of operations. See Note 20, Segment Infor …

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Note 20 Segment Information The Company operates as a single operating segment. The Companys chief operating decision maker (CODM) is its Chief Executive Officer. All significant operating decisions are based upon analysis of the Company as one operating segment to allocate resources, make operating decisions, and evaluate financial performance. The CODM considers consolidated net income (loss) to be the measure of segment profit and loss for monitoring budget versus actual results, performing variance analysis, and forecasting future performance. The CODM considers the impact of significant segment expenses on net income, which are the same expenses presented on the consolidated statements of operations and comprehensive loss when making operating decisions. The measure of segment assets is reported on the consolidated balance sheets as total assets. The CODM does not review segment assets at a level other than that presented in the Companys consolidated balance sheets. Revenues by Geographic Region The Companys net revenue by geographic region, based on ship-to location, are summarized as follows: Schedule of Companys Net Revenue by Geographic Region 2025 2024 Year ended September 30, 2025 2024 United States $ 9,152 $ 5,699 China 288 Other 760 455 Total net revenue $ 9,912 $ 6,442 Long-Lived Assets Substantially all of the Companys long-lived assets are located in the United States. MOBIX LABS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (in thousands, excep …

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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 c …

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Note 14 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 Companys 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 Companys 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, 2025, the board of directors had not designated any such series of preferred stock and as of September 30, 2025 no shares of preferred stock were issued or outstanding. MOBIX LABS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (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 …

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Note 21 Subsequent Events At the Market Offering Agreement On October 21, 2025, the Company entered into an At The Market Offering Agreement (the ATM Agreement) with Roth Capital Partners, LLC (Manager) under which the Company may offer and sell, from time to time at its sole discretion, up to $ 15,800 in shares of its Class A Common Stock through the Manager acting in its capacity as its sales agent. Pursuant to the ATM Agreement, sales of the Common Stock, if any, will be made under the Companys effective Registration Statement on Form S-3 (File No. 333-284351), previously filed with the Securities and Exchange Commission on January 17, 2025 and declared effective on January 24, 2025, and the prospectus supplement relating to this offering for up to $ 15,800 in shares of its Common Stock, filed on October 21, 2025 by any method that is deemed to be an at the market offering as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, including privately negotiated and block transactions. The Manager will use commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal law, rules and regulations and the rules of The Nasdaq Capital Market to sell the Common Stock from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay the Manager a commission of three percent of the gros …

SubsequentEventsTextBlock · excerpt; the full note is in the filing