S-1/A: Mobix Labs Amends S-1 for Resale of 15.37M Shares

Sentiment:

Amendment to Registration Statement 6 August 2025 9:50 PM

Mobix Labs, Inc. filed an amended S-1 registration statement to register the resale of up to 15.37 million Class A Common Stock shares by selling stockholders, highlighting ongoing liquidity concerns and recent acquisitions.

Capital raiseThe company will need to raise additional working capital to continue normal and planned operations.Future capital requirements are expected to fund continuing operations, product development, capital expenditures, debt obligations, and strategic investments.The company may engage in equity or debt financings or enter into credit facilities.Issuance of equity or equity-linked securities to current or potential customers or partners is possible.Raising additional funds through equity or convertible debt could result in significant dilution for existing stockholders.The sale of a substantial percentage of securities offered in this prospectus, combined with additional prospectuses, may make it more difficult to issue additional equity financing on favorable terms.Any issued equity securities may have rights, preferences, or privileges senior to Class A Common Stock.Debt securities would have rights, preferences, and privileges senior to preferred and common stockholders, and terms may impose significant restrictions.Potential future increases in federal fund rates could adversely impact the cost or availability of debt financing.

Worse than expectedManagement explicitly states "substantial doubt concerning our ability to continue as a going concern" due to inadequate liquidity beyond approximately 90 days.The company continues to incur significant operating losses ($22.13 million net loss for H1 2025) and has a large accumulated deficit ($126.59 million as of March 31, 2025).The company is not in compliance with Nasdaq listing requirements, including the minimum bid price and market value of listed securities, which could lead to delisting.The registration of a large number of shares for resale by selling stockholders (approximately 31% of outstanding Class A Common Stock) creates significant potential for dilution and downward pressure on the stock price.

Summary

Mobix Labs, Inc. filed an S-1/A registration statement to register the resale of up to 15,373,309 shares of Class A Common Stock by various Selling Stockholders.
The shares registered for resale include those issuable upon exercise of Common Warrants (4,876,860 shares), Existing Warrants (5,755,396 shares), Placement Agent Warrants (201,439 and 682,760 shares), and shares issued as consideration for the RaGE Systems acquisition (3,856,854 shares).
The company will not receive any proceeds from the sale of shares by the Selling Stockholders, but could receive approximately $9.6 million if all Warrants are exercised for cash.
Mobix Labs reported a net loss of $22.13 million for the six months ended March 31, 2025, compared to a net loss of $0.82 million for the same period in 2024.
Operating losses were $22.46 million for the six months ended March 31, 2025, and $46.40 million for the fiscal year ended September 30, 2024.
The accumulated deficit reached $126.59 million as of March 31, 2025.
Management has expressed substantial doubt about the company's ability to continue as a going concern, citing inadequate liquidity to meet operating needs and satisfy obligations beyond approximately 90 days.
Net revenue increased significantly by 297% to $5.68 million for the six months ended March 31, 2025, primarily driven by the acquisitions of RaGE Systems and EMI Solutions.
Gross profit for the six months ended March 31, 2025, was $2.71 million, a substantial increase from $0.15 million in the prior year period.
Research and development expenses decreased by 55% to $1.33 million for the six months ended March 31, 2025, due to workforce and cost reduction actions.
Selling, general and administrative expenses increased to $23.84 million for the six months ended March 31, 2025, partly due to higher stock-based compensation and RaGE Earn-out charges.
The company completed the acquisition of RaGE Systems on May 21, 2024, for 3,214,045 shares of Class A Common Stock and $2.0 million in cash, with potential earn-out payments of up to $8.0 million.
The acquisition of EMI Solutions was completed on December 18, 2023, for 964,912 shares of common stock and $2.2 million in cash.
The exercise price of Existing Warrants was reduced from $1.39 to $0.8202 per share, and the term of Series B warrants was extended to April 3, 2026.
Material weaknesses in internal control over financial reporting were identified, and remediation efforts are underway, expected to incur significant costs.

Sentiment

Score: 2

Explanation: The company explicitly states "substantial doubt" about its ability to continue as a going concern due to insufficient liquidity for the next 90 days. This fundamental financial instability, combined with persistent operating losses, a large accumulated deficit, and risks to Nasdaq listing, overshadows recent revenue growth from acquisitions. The large volume of shares registered for resale by selling stockholders also poses a significant dilution risk and potential downward pressure on the stock price.

Positives

Net revenue increased by 297% to $5.68 million for the six months ended March 31, 2025, primarily due to strategic acquisitions.
Gross profit saw a significant increase to $2.71 million for the six months ended March 31, 2025, from $0.15 million in the prior year period.
Successful completion of two strategic acquisitions, EMI Solutions and RaGE Systems, which diversified the company's product portfolio and expanded its customer base into aerospace, military, defense, and medical markets.
Research and development expenses decreased by 55% for the six months ended March 31, 2025, reflecting successful cost reduction actions.
The company has developed and/or acquired an extensive intellectual property portfolio, which is considered critical to commercializing its communication products and technologies.

Negatives

Management has stated there is "substantial doubt" about the company's ability to continue as a going concern due to inadequate liquidity beyond approximately 90 days.
The company continues to incur significant operating losses, with a loss of $22.46 million for the six months ended March 31, 2025, and an accumulated deficit of $126.59 million.
Selling, general and administrative expenses remain high, increasing to $23.84 million for the six months ended March 31, 2025, partly due to stock-based compensation and earn-out charges.
A substantial portion of net revenue is concentrated with one customer, accounting for 60% in Q1 2025 and 64% in H1 2025.
Material weaknesses were identified in internal control over financial reporting, which could impact financial accuracy and timeliness.
The registration of 15,373,309 shares for resale by Selling Stockholders represents approximately 31% of the outstanding Class A Common Stock, posing a significant dilution risk and potential downward pressure on the stock price.
The company is not in compliance with Nasdaq's minimum bid price requirement ($1.00) and minimum Market Value of Listed Securities ($35 million) requirements, risking delisting.

Risks

Substantial doubt exists about the company's ability to continue as a going concern due to inadequate liquidity to meet operating needs and satisfy obligations beyond approximately 90 days.
The company will need to raise additional capital in the future, which may not be available on acceptable terms or at all, potentially leading to significant dilution for existing stockholders.
Failure to successfully acquire or integrate new businesses, products, and technology, or to realize expected benefits from past or future acquisitions, could harm the business.
The inability of customers to achieve widespread market acceptance of their products incorporating Mobix Labs' solutions could prevent the generation of necessary revenue.
Products generally require a lengthy qualification process with customers, which does not guarantee product sales.
Markets for 5G semiconductor products are still developing and may not develop at the speed and scale expected, impacting growth prospects.
Inability to effectively execute growth strategies and scale operations could adversely affect business, financial condition, and profitability.
The markets for semiconductor products and solutions are highly competitive, with some participants having substantially greater resources, potentially leading to pricing pressure and reduced margins.
Future success depends on the ability to successfully introduce new products and solutions that meet customer needs, requiring significant ongoing research and development investment.
Consolidation or vertical integration of customers may adversely affect financial results and market share.
A substantial portion of revenues is generated from a limited number of customers, and the loss of any key customer could have a material adverse effect.
The company generally does not obtain long-term purchase commitments, and some customers may unilaterally cancel orders, impacting revenue.
Defects in products or poor design and engineering solutions could result in lost sales, substantial liability, and product recalls.
Dependence on third-party offshore manufacturers for several products exposes the company to supply chain disruptions, political instability, and currency risks.
Inflation and unfavorable global economic conditions could adversely affect business, financial condition, or results of operations.
Failure to manage the growth in scale and complexity of operations could negatively impact performance.
Non-compliance with applicable laws and regulations, including export control and import laws, could lead to investigations, sanctions, and penalties.
The company's future success depends on its ability to retain key employees and attract qualified personnel.
Identified material weaknesses in internal control over financial reporting could lead to inaccurate or untimely financial reporting and increased compliance costs.
Security breaches involving IT systems, intellectual property, or confidential information could harm the business.
Instituting and defending against intellectual property or other types of litigation and administrative proceedings could cause substantial resource expenditure and distract personnel.
Potential customers in military and aerospace industries may require compliance with additional regulatory requirements, increasing costs.
Violations of applicable anti-corruption laws or internal ethical business policies could adversely affect the business and reputation.
Intellectual property applications (patents, trademarks) may not be issued or granted, or may take longer than expected, affecting the ability to enforce rights.
Failure to protect intellectual property could adversely affect the business.
Non-compliance with state, federal, and international privacy and data protection laws and regulations could have an adverse effect.
Inability to timely regain compliance with Nasdaq listing requirements (e.g., $1.00 minimum bid price, $35 million minimum market capitalization) could lead to delisting.
The market price of securities may be volatile due to various factors, including fluctuations in financial results, competition, and macroeconomic conditions.
If equity research analysts do not publish or publish unfavorable reports, the stock price and trading volume could decline.
Changing laws and regulations regarding corporate governance and public disclosure have increased costs and non-compliance risk.
The dual-class structure of Common Stock concentrates voting control with Class B holders (management/directors), limiting the influence of other stockholders.
Management has limited experience operating a public company, potentially diverting time to compliance activities.
The company may become subject to securities or class action litigation, which is expensive and distracting.
Stockholders will likely experience dilution from future equity issuances for acquisitions, capital market transactions, or equity awards.
No anticipated cash dividends, making capital appreciation the sole source of gain for the foreseeable future.
Future sales of Class A Common Stock, especially those registered for resale, may cause the market price to drop significantly.
The company may redeem unexpired Public Warrants prior to their exercise, potentially rendering them worthless.
The terms of Public Warrants may be amended in a manner adverse to warrant holders without their consent.
Charter and Bylaws provide for an exclusive forum for certain disputes, potentially limiting stockholders' ability to bring claims.
The Amendment to the Warrant Agreement requires final and binding arbitration for certain claims, which may be more restrictive than litigation.
Delaware law and provisions in the Charter and Bylaws could make a takeover proposal more difficult, potentially limiting stockholder opportunity for a premium.

Future Outlook

The company intends to pursue further acquisitions of companies with existing revenue and technologies that can accelerate communication solutions and expand into strategically aligned industries. It expects to continue incurring operating losses and negative cash flows for the foreseeable future, necessitating additional debt or equity financing to fund operations, product development, capital expenditures, and debt obligations. Stock-based compensation expense is anticipated to increase. The company also expects an increase in right-of-use assets and lease liabilities in 2025 due to additional office space. No cash dividends on Class A Common Stock are anticipated in the foreseeable future.

Management Comments

Management believes that there is substantial doubt concerning our ability to continue as a going concern as we currently do not have adequate liquidity to meet our operating needs and satisfy our obligations beyond the next approximately ninety days.
We believe the acquisition of EMI Solutions complements our existing product offerings, expanded our customer base and allows us to deliver solutions that address a wider variety of applications and markets.
We believe the acquisition of RaGE Systems expands our expertise in wireless communications and will allow us to deliver solutions that address a wider variety of applications and markets.
Our leadership team has significant experience and insight into growing advanced technology companies and executing strategic acquisitions to accelerate growth.
We believe our technology, products, and acquisition strategy will serve as strong bases for growth in the markets we currently serve as well as enable us to penetrate new markets globally.
We believe our ability to develop and produce market-leading products and services coupled with our deep knowledge of our customers and end markets will enable us to expand our domestic and international market share and continue to offer our customers high-value solutions.
At our core, we are a technology innovation company.
We view our technology, whether internally developed or obtained by way of an acquisition of a business, as a competitive advantage.
We strive to attract and retain team members who are driven to innovate and who bring diverse perspectives and skills.

Industry Context

The company operates in rapidly expanding sectors of the electronics industry, including advanced wireless and wired connectivity, radio frequency (RF), switching, and electromagnetic interference (EMI) filtering technologies. These markets are driven by increasing demand for higher performance communication and filtering systems, particularly with the evolution of 5G and beyond, which necessitates higher bandwidth, ultra-low latency, and energy-efficient solutions for applications like AI, AR/VR, autonomous vehicles, and industrial IoT. The EMI filter market is experiencing significant growth due to the need for noise reduction in complex electronic systems, especially in aerospace, military, defense, and medical applications. The demand for high-speed, low-latency wired connections, such as Active Optical Cables (AOCs), is also growing for professional audio/video and mission-critical systems. The semiconductor industry is characterized by high development costs and intense competition, with the company noting a competitive advantage as a U.S.-based supplier of AOCs compared to many China-based competitors.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Chief Executive Officer and Director	Fabian Battaglia	NA	2025-07-25	Resigned due to personal decision to retire.
Chief Executive Officer	Interim Chief Executive Officer	Philip Sansone	2025-07-01	Appointed from Interim CEO role.
Interim Chief Executive Officer	VP of Worldwide Sales	Philip Sansone	2025-04-01	Appointed from VP of Worldwide Sales role.
Director (Class III)	Dr. Jiong Ma	NA	2024-01-22	Resigned from the Board.
Director (Class III)	NA	Michael Long	2024-01-22	Appointed to the Board.
Director (Class I)	NA	Fabrizio Battaglia	2025-03-03	Elected to serve as Class I director.
Director (Class I)	NA	Kurt Busch	2025-03-03	Elected to serve as Class I director.
Director (Class I)	NA	William Carpou	2025-03-03	Elected to serve as Class I director.
Director (Class II)	NA	David Aldrich	2023-12-18	Elected to serve as Class II director.
Director (Class II)	NA	Frederick Goerner	2023-12-18	Elected to serve as Class II director.
Director (Class II)	NA	Keyvan Samini	2023-12-18	Elected to serve as Class II director.
Director (Class III)	NA	James Peterson	2023-12-18	Elected to serve as Class III director.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Board Structure	The Board of Directors is classified into three classes with staggered three-year terms, with approximately one-third of the Board elected each year.	2023-12-21	This structure makes it more difficult and time-consuming for stockholders to change the composition of the Board.
Voting Control	Class B Common Stock has ten votes per share, concentrating voting control with holders of Class B Common Stock (primarily management and directors), who collectively control a majority of the combined voting power.	2023-12-21	This limits or precludes the ability of Class A stockholders to influence corporate matters for the foreseeable future.
Director Election	Holders of a majority of the voting power of Class B Common Stock are entitled to elect three Class B Directors and remove/fill vacancies for Class B Directors. Cumulative voting in director elections is prohibited.	2023-12-21	Limits the ability of minority stockholders to elect director candidates and reinforces control by Class B holders.
Board Vacancies	Newly created directorships or vacancies are filled solely and exclusively by a majority of the directors then in office.	2023-12-21	Prevents stockholders from increasing board size and filling vacancies with their own nominees, making it harder to change board composition.
Stock Issuance Authority	The Board is permitted to issue shares of common stock and preferred stock, including blank check preferred stock, and determine their terms without stockholder approval.	2023-12-21	Could be used to significantly dilute the ownership of a hostile acquirer or have anti-takeover effects.
Stockholder Action	Stockholders may not take action by written consent, but only at annual or special meetings, except for Class B Common Stock holders who may act by written consent.	2023-12-21	Delays the ability of stockholders to force consideration of a proposal or take action, including director removal.
Special Meetings	Special meetings of stockholders can be called solely by the Chairperson, CEO, President, or the Board, or by the Board upon written request of not less than 10% of voting power.	2023-12-21	May delay the ability of stockholders to force consideration of a proposal.
Advance Notice Requirements	Advance notice requirements are in place for stockholder proposals and director nominations at annual meetings.	2023-12-21	May preclude stockholders from bringing matters before annual meetings or making nominations, discouraging unsolicited takeover attempts.
Charter/Bylaws Amendments	Requires a supermajority vote (at least 66% of voting power) to amend certain provisions of the Charter or Bylaws.	2023-12-21	Makes it more difficult to change fundamental governance provisions.
Director Removal	Directors may only be removed for cause and only by the affirmative vote of at least a majority of the voting power of outstanding capital stock.	2023-12-21	Increases the difficulty of removing directors.
Exclusive Forum Selection	Charter provides for the Court of Chancery of Delaware as the exclusive forum for certain corporate disputes and federal district courts for Securities Act claims.	2023-12-21	May limit stockholders' ability to bring claims in a preferred judicial forum, potentially discouraging lawsuits.
Arbitration Provision (Warrants)	The Amendment to the Warrant Agreement provides that any dispute related to the agreement must be submitted to final and binding arbitration in Orange County, California.	2023-12-21	Warrant holders will not be able to pursue litigation in federal or state court, potentially providing more limited rights than litigation.
Anti-Takeover Provisions (DGCL Section 203)	Subject to Section 203 of the DGCL, which prevents certain business combinations with interested stockholders for a three-year period unless approved in a prescribed manner.	2023-12-21	May make it more difficult for a person who would be an interested stockholder to effect various business combinations and could prevent changes in the Board.

Legal Proceedings

Rutan & Tucker, LLP Lawsuit: Filed June 16, 2023, in Orange County Superior Court against the company to recover approximately $700,000 in legal fees allegedly owed by Cosemi (acquired by Mobix Labs). An amended complaint on January 18, 2024, also names James Peterson. The company is vigorously defending this lawsuit, which is not believed to have a material impact on results or financial position.
Creditors Adjustment Bureau, Inc. (CAB) Lawsuit: Filed June 25, 2024, in Orange County Superior Court against the company to recover a purported debt of approximately $132,000. Default was entered against the company on September 24, 2024. The company filed a Motion to Set Aside Entry of Default on November 7, 2024, and the court declined CAB's request for a default judgment on November 15, 2024. The company is vigorously defending this lawsuit, which is not believed to have a material impact on results or financial position.

Related Party Transactions

Promissory Note to James Peterson: Legacy Mobix issued a $100,000 promissory note to James Peterson (director) on August 3, 2023, which was repaid in January 2024. Warrants to purchase 2,924 shares were issued in connection with this note.
Employment of Haley Castro Battaglia: The company employs Haley Castro Battaglia, daughter-in-law of former CEO Fabian Battaglia, as a Sales and Marketing Representative with an annual salary of $135,000. She also received 55,900 restricted stock units on December 24, 2024, with a fair value of $100,123.
Promissory Notes to Giuseppe Battaglia: The company issued four promissory notes totaling $1,395,000 to Giuseppe Battaglia (brother of former CEO Fabian Battaglia) with interest rates ranging from 6% to 16%. All four notes were repaid in full by July 2024.
Guarantees of Loans by Keyvan Samini: Keyvan Samini (President, CFO, General Counsel, and Director) guaranteed a $150,000 loan from an unrelated finance company (October 19, 2023), which was repaid in November 2024. He also guaranteed a $200,000 loan from an unrelated finance company (December 2, 2024), which matures in June 2026.
Subscription Agreement with Michael Long: Michael Long (director) purchased 300,000 shares of Class A Common Stock for $3,000,000 on December 19, 2023. He received 128,570 Make-Whole Shares on November 4, 2024, and exercised a warrant to purchase 100,000 shares, resulting in 99,900 Class A Common Stock shares.
Administrative Services (Pre-Merger): Chavant Capital Partners LLC (the Sponsor) received $10,000 per month for office space and administrative services prior to the Merger.
Related Party Notes (Working Capital Loans Pre-Merger): The Sponsor and its affiliates (including Dr. Auberton-Herv and Dr. Ma) provided approximately $1,800,000 in working capital loans to Chavant, which were forgiven as part of the Sponsor PIPE Subscription Agreement.
Sage Hill PIPE Subscription Agreement and Warrant (Pre-Merger): Sage Hill Investors, LLC purchased 1,500,000 shares for $15,000,000. They received 642,857 Make-Whole Shares on November 4, 2024, and exercised a warrant to purchase 1,500,000 shares on February 25, 2025.
Sponsor PIPE Subscription Agreement, Sponsor Warrant and Sponsor Letter Agreement (Pre-Merger): The Sponsor purchased 199,737 shares for $1,997,370 (paid via forgiveness of Chavant obligations). The Sponsor received 12,944 Make-Whole Shares on November 4, 2024, and exercised a warrant for 272,182 shares. The Sponsor also forfeited 658,631 Founder Shares and 400,000 Private Placement Warrants.
Additional PIPE Subscription Agreements (Pre-Merger): Other investors purchased 475,000 shares for $4,750,000 and received warrants to purchase 450,000 shares (199,800 converted, 250,000 non-converted).

Stakeholder Impact

Shareholders face significant dilution risk from future equity issuances and warrant exercises, as well as potential downward pressure on the stock price due to the resale of a large percentage of outstanding shares. No cash dividends are anticipated.
Employees may be affected by ongoing cost reduction actions, but the company's future success depends on its ability to attract and retain key personnel.
Customers may experience supply chain disruptions or delays if the company's liquidity issues are not resolved, potentially impacting product availability and delivery.
Suppliers and vendors face a risk of delayed or non-payment if the company's financial condition does not improve.
Creditors are exposed to risk given the company's stated liquidity concerns and the need for additional financing to meet obligations.

Next Steps

Regain compliance with Nasdaq listing requirements, including the $1.00 minimum bid price by October 27, 2025.
Remediate identified material weaknesses in internal control over financial reporting.
Seek additional equity or debt financing to fund operations and satisfy obligations.
Continue to pursue acquisitions of complementary businesses, products, or technologies.
Continue investment in ongoing research and development for new products and solutions.
Use commercially reasonable efforts to have the resale registration statement for Common Warrants declared effective by October 5, 2025.
Expand managerial, operational, financial, and other systems and resources to manage growth.
Develop more robust business processes and improve systems and procedures.
Attract and retain talented employees.
Address the Rutan & Tucker, LLP lawsuit and Creditors Adjustment Bureau, Inc. lawsuit.
Anticipate an increase in right-of-use asset and lease liability in 2025 due to additional office space.

Key Dates

Date	Description
2021-03-02	Board of Directors Agreement between Mobix Labs, Inc. and David Aldrich.
2021-03-12	Board of Directors Agreement between Mobix Labs, Inc. and Kurt Busch.
2021-03-12	Board of Directors Agreement between Mobix Labs, Inc. and William Carpou.
2021-07-19	Date of original Business Combination Marketing Agreement between Chavant and certain advisors.
2021-07-19	Date of Warrant Agreement between Chavant and Continental Stock Transfer & Trust Company.
2021-07-19	Date of Chavant's initial public offering.
2022-05-01	Stock option granted to James Aralis.
2022-05-05	RSUs granted to James Peterson, Frederick Goerner, Fabrizio Battaglia, and Keyvan Samini.
2022-05-15	Stock option granted to James Aralis.
2022-05-18	James Aralis's employment agreement effective date.
2022-08-01	Keyvan Samini appointed President and General Counsel.
2022-09-26	Company entered into an agreement to acquire EMI Solutions.
2022-11-15	Date of original Business Combination Agreement between Chavant, Merger Sub and Mobix Labs, Inc.
2022-11-15	Executive Employment Term Sheet entered into by Mr. Battaglia and Mr. Samini.
2023-01-06	Company issued unsecured convertible promissory note to Sponsor.
2023-03-26	Executive Employment Term Sheet amended for Battaglia and Samini; RSUs cancelled.
2023-04-15	Stock option granted to James Aralis.
2023-06-16	Rutan & Tucker, LLP filed lawsuit against the company.
2023-06-22	Company issued unsecured non-convertible promissory note to Sponsor.
2023-07-01	EMI Solutions adopted ASC 842.
2023-08-03	Legacy Mobix issued promissory note to James Peterson.
2023-08-22	James Peterson's promissory note matured.
2023-09-01	Two promissory notes with aggregate principal of $825 issued.
2023-10-05	Maturity date of one promissory note with principal of $531.
2023-10-19	Legacy Mobix borrowed $150,000 from unrelated finance company.
2023-10-31	EMI Solutions financial statements available to be issued.
2023-11-28	Amendment No. 1 to the Agreement and Plan of Merger for EMI Solutions.
2023-11-30	Company issued unsecured non-convertible promissory note to Sponsor.
2023-12-18	Acquisition of EMI Solutions completed.
2023-12-18	Chavant entered into Sage Hill PIPE Subscription Agreement.
2023-12-19	Chavant entered into Sponsor PIPE Subscription Agreement.
2023-12-20	Chavant entered into Owens PIPE Subscription Agreement.
2023-12-20	Chavant entered into non-redemption agreement with a stockholder.
2023-12-20	Chavant entered into Sponsor Letter Agreement.
2023-12-21	Merger consummated (Closing Date).
2023-12-21	Amendment to Business Combination Marketing Agreement.
2023-12-21	Amendment to the Warrant Agreement.
2023-12-22	Class A Common Stock and Public Warrants began trading on Nasdaq.
2023-12-24	Haley Castro Battaglia received 55,900 restricted stock units.
2023-12-26	Company agreed to sell 521,739 shares of Class A Common Stock to an accredited investor.
2023-12-28	Form 10 type information filed with SEC.
2024-01-01	248,188 shares of Class A Common Stock issued upon cashless warrant exercise.
2024-01-01	563,100 shares of Class A Common Stock issued to RaGE Systems stockholders under first tranche of RaGE Earnout.
2024-01-02	10,000 shares of Class A Common Stock issued upon RSU vesting.
2024-01-03	Stockholder approval obtained for Existing Warrants exercisability and HCW warrants exercisability.
2024-01-03	Stockholder approval obtained for Sage Hill Warrant exercise.
2024-01-18	Rutan filed First Amended Complaint.
2024-01-22	Michael Long appointed as Class III director.
2024-01-22	Compensation Committee approved cash award and RSU grant to Battaglia and Samini.
2024-01-22	Dr. Ma resigned from the Board.
2024-02-06	1,500,000 shares of Class A Common Stock issued upon cash warrant exercise.
2024-02-21	Hearing for Motion to Set Aside Entry of Default (CAB lawsuit).
2024-02-25	Sage Hill Warrant exercised.
2024-03-03	Fabrizio Battaglia, Kurt Busch and William Carpou elected as Class I directors.
2024-03-17	33,350 shares issued to vendors.
2024-03-18	Company entered into Purchase Agreement with B. Riley Principal Capital II.
2024-03-21	500,000 shares issued to vendors.
2024-03-28	Restricted Stock Unit Award Agreements for David Aldrich, Kurt Busch, William Carpou filed.
2024-04-01	297,000 shares of Class A Common Stock issued upon cashless warrant exercise.
2024-04-04	Company entered into April 2025 Purchase Agreement.
2024-04-07	Company issued 3,850,000 shares of Class A Common Stock and Pre-Funded Warrant in Registered Direct Offering.
2024-04-07	Company issued Common Warrants in concurrent private placement.
2024-04-10	166,875 shares of Class A Common Stock issued to creditor.
2024-04-11	Amended and Restated Restricted Stock Unit Award Agreements for James Peterson and Frederick Goerner.
2024-04-15	Company filed registration statement on Form S-8.
2024-04-28	Received Nasdaq delinquency notification letter for minimum bid price.
2024-04-28	Received Nasdaq delinquency notification letter for minimum Market Value of Listed Securities.
2024-05-05	Amended and Restated Restricted Stock Award Agreements for Fabian Battaglia and Keyvan Samini.
2024-05-09	79,709 shares of Class A Common Stock issued to RaGE Systems stockholders as partial settlement of liability under the RaGE Earnout.
2024-05-13	Registration statement for B. Riley Purchase Agreement declared effective.
2024-05-14	Amendment No. 2 to Schedule 13G filed by Sage Hill Investors, LLC.
2024-05-15	Quarterly Report on Form 10-Q filed.
2024-05-21	Acquisition of RaGE Systems completed.
2024-05-28	Pre-Funded Warrant partially exercised.
2024-05-30	Stockholder approval obtained for Common Warrants exercisability and Roth Placement Agent Warrants exercisability.
2024-06-04	Balance of Pre-Funded Warrant exercised.
2024-06-04	Company entered into Confidential Settlement and Release Agreement.
2024-06-06	Registration statement filed.
2024-06-25	Creditors Adjustment Bureau, Inc. (CAB) filed lawsuit.
2024-07-22	Company entered into July 2024 Purchase Agreement.
2024-07-25	Fabrizio Battaglia retired as CEO and resigned as Director.
2024-07-31	Last sale price of Common Stock ($0.883) and Public Warrants ($0.104) reported on Nasdaq.
2024-08-06	Date of this S-1/A filing.
2024-08-28	Initial Registration Statement declared effective.
2024-08-30	Specified adjustment period for Make-Whole Shares ended.
2024-09-24	Default entered against the company in CAB lawsuit.
2024-10-11	Company agreed to issue a warrant to purchase 250,000 shares of Class A Common Stock to a former employee.
2024-11-04	Mr. Long received 128,570 Make-Whole Shares.
2024-11-04	Sage Hill received 642,857 Make-Whole Shares.
2024-11-04	Sponsor received 12,944 Make-Whole Shares.
2024-11-07	Company filed a Motion to Set Aside Entry of Default in CAB lawsuit.
2024-11-15	Court issued minute order declining to sign CAB's request for a default judgment.
2024-11-25	Company agreed to convert notes payable into Class A Common Stock.
2024-11-29	Prospectus Supplement No. 1 dated.
2024-12-02	Subsidiary borrowed $200,000 from unrelated finance company.
2024-12-04	40,000 shares of Class A Common Stock issued to two vendors.
2024-12-20	Company agreed to convert notes payable into Class A Common Stock.
2024-12-23	PricewaterhouseCoopers LLP report date.
2025-01-01	5% of Mr. Samini's RSAs vest (or earlier).
2025-01-15	100,000 shares of Mr. Battaglia's RSAs vest.
2025-03-31	End of the six-month interim financial reporting period.
2025-04-03	New expiration date for Series B warrants.
2025-04-04	Expiration date for Placement Agent Warrants issued to Roth.
2025-04-15	$0.8 million cash payment for RaGE Systems acquisition due.
2025-05-19	Resale registration statement for Common Warrants agreed to be filed by this date.
2025-08-29	Restriction on variable rate transactions ends.
2025-10-01	Placement Agent Warrants issued to Roth become transferable.
2025-10-05	Resale registration statement for Common Warrants required to be effective by this date.
2025-10-27	Deadline to regain Nasdaq minimum bid price compliance.
2026-01-01	15% of Mr. Samini's RSAs vest (or earlier).
2026-01-15	100,000 shares of Mr. Battaglia's RSAs vest.
2026-04-01	25% of Mr. Samini's RSAs vest (or earlier).
2026-06-01	Loan from unrelated finance company guaranteed by Keyvan Samini matures.
2026-07-01	25% of Mr. Samini's RSAs vest (or earlier).
2026-09-01	One promissory note (related party) requires monthly payments through this month.
2026-11-01	30% of Mr. Samini's RSAs vest (or earlier).
2027-08-31	Lease for headquarters expires.
2028-12-21	Public Warrants expire.
2030-01-03	Series A Warrants expire.
2030-05-30	Common Warrants expire.

Recommendation

sell

The company explicitly states "substantial doubt about our ability to continue as a going concern" due to insufficient liquidity for the next 90 days. This fundamental financial instability, combined with persistent operating losses, a large accumulated deficit, and risks to Nasdaq listing, overshadows recent revenue growth from acquisitions. The large volume of shares registered for resale by selling stockholders also poses a significant dilution risk and potential downward pressure on the stock price. Until the company demonstrates a clear path to sustainable profitability and secures sufficient long-term financing, the investment carries extremely high risk, warranting a "sell" recommendation for existing holders and avoidance for new investors.

Keywords

Semiconductor, Wireless connectivity, 5G, mmWave, RF, EMI filtering, Active Optical Cables, Aerospace, Defense, Medical technology, High Reliability, Acquisitions, Going concern, SEC filing, S-1/A, Public offering, Warrants, Dilution, Nasdaq listing, Internal controls, Financial results, Technology innovation, Supply chain, Intellectual property, Corporate governance

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