DEF: Mobix Labs Seeks Reverse Stock Split to Maintain Nasdaq Listing

Sentiment:

Proxy Statement 6 March 2026 3:18 PM

Mobix Labs, Inc. will hold its 2026 Annual Meeting to vote on key proposals including a reverse stock split to address Nasdaq compliance and approval for significant warrant issuances.

Capital raiseThe company received approximately $4.5 million in gross proceeds from an institutional investor's exercise of existing warrants on September 4, 2025.The company issued an Inducement Warrant for up to 8,229,701 shares, Placement Agent Warrants for 384,053 shares, and a Common Stock Warrant for 1,000,000 shares, which, upon exercise, would generate additional capital.The proceeds from warrant exercises are intended for working capital and general corporate purposes.

Worse than expectedThe company received a Nasdaq non-compliance notification because its Class A Common Stock traded below $1.00 for 30 consecutive trading days, indicating significant underperformance relative to exchange listing standards.The necessity of a reverse stock split, with a ratio up to 1:50, highlights a substantial decline in the company's stock price and market valuation, which is generally considered a negative development for investors.The significant difference between the grant date fair value of stock awards for co-founders ($10.47 per share) and the actual issuance date stock price ($0.85 per share) in fiscal 2025 suggests a substantial erosion of value since the initial public listing.

Summary

Mobix Labs, Inc. will hold its 2026 Annual Meeting of Stockholders virtually on March 23, 2026, at 9:00 a.m. Pacific Time.
Stockholders will vote on four proposals: election of Class II directors, ratification of PricewaterhouseCoopers LLP as the independent auditor, approval of a reverse stock split, and approval of warrant issuances.
The proposed reverse stock split, with a ratio between 1:10 and 1:50, is primarily intended to regain compliance with Nasdaq's minimum $1.00 bid price requirement, following a notification received on April 28, 2025, and an extension granted until April 27, 2026.
The company seeks approval to issue up to 8,229,701 shares for an Inducement Warrant, 384,053 shares for Placement Agent Warrants, and 1,000,000 shares for a Common Stock Warrant, as required by Nasdaq Listing Rule 5635(d).
The Warrant Exercise and Inducement Transaction on September 4, 2025, generated approximately $4.5 million in gross proceeds from an institutional investor exercising existing warrants.
Keyvan Samini, President and CFO, and Philip Sansone, CEO, personally guaranteed a $600,000 Maxim loan to the company on August 15, 2025.
Fabian Battaglia retired as CEO and Director on July 25, 2025, and will receive 36 months of health benefits (COBRA) and retain vested equity awards.
Several directors and executive officers, including James Aralis, Keyvan Samini, James Peterson, Frederick Goerner, and Philip Sansone, filed delinquent Section 16(a) reports in 2025.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing with a negative sentiment due to the underlying issue of Nasdaq non-compliance necessitating a reverse stock split, which often signals distress. While capital was raised, the dilutive nature of warrant issuances and the significant decline in stock value since prior equity grants are concerning.

Positives

The company secured approximately $4.5 million in gross proceeds from the exercise of existing warrants by an institutional investor.
The Board is proactively addressing Nasdaq's minimum bid price requirement through the proposed reverse stock split to maintain listing.
The company has a structured corporate governance framework with independent directors and established committees (Audit, Compensation, Nominating).

Negatives

The company's Class A Common Stock average closing bid price fell below $1.00 for 30 consecutive trading days, leading to a Nasdaq non-compliance notification.
The closing sale price of Class A Common Stock was $0.8199 per share as of March 4, 2026, indicating continued low stock valuation.
The proposed reverse stock split carries risks, including no assurance of a sustained increase in stock price, potential reduction in liquidity, and higher transaction costs.
The issuance of shares upon warrant exercise will have a dilutive effect on current stockholders, book value per share, and future earnings per share.
Significant stock awards for co-founders and directors in fiscal year 2025 were based on a closing stock price of $10.47 at the time of the merger, but the value at the issuance date (April 15, 2025) was approximately $0.85, highlighting a substantial decline in perceived value.
Several executive officers and directors had delinquent Section 16(a) reports, indicating potential lapses in compliance reporting.

Risks

There is no assurance that the proposed reverse stock split will lead to a sustained increase in the company's stock price.
The total market capitalization of the Class A Common Stock after a reverse stock split may be lower than before the split.
The reverse stock split may reduce the liquidity of the Class A Common Stock and result in higher transaction costs.
The reverse stock split may not attract a broader range of institutional investors as intended.
Failure to obtain stockholder approval for the warrant issuances would prevent holders from exercising warrants and the company from receiving associated cash proceeds, also incurring significant costs for repeated meetings.
The issuance of warrant shares will have a dilutive effect on current stockholders' percentage ownership, book value per share, and future earnings per share.
The increased proportion of unissued authorized shares after a reverse stock split could have an anti-takeover effect, potentially diluting stock ownership of persons seeking control.

Future Outlook

The company's future outlook is focused on regaining Nasdaq compliance through a potential reverse stock split and utilizing proceeds from warrant exercises for working capital and general corporate purposes. Management aims to improve marketability and liquidity of Class A Common Stock to attract a broader range of investors. The Board retains discretion to implement or abandon the reverse stock split based on market conditions.

Management Comments

The Board believes that providing authority to effect a reverse stock split is advisable and in the best interests of the Company and its stockholders to maintain listing on Nasdaq.
The Board believes that the increased market price of our Class A Common Stock expected as a result of implementing the Reverse Stock Split could improve the marketability and liquidity of our Class A Common Stock.
The Board believes that the Reverse Stock Split is a potentially effective means for us to increase the per-share market price of our Class A Common Stock and to avoid, or at least mitigate, the likely adverse consequences of our Class A Common Stock being delisted from Nasdaq.
The Board determined that the Warrant Exercise and Inducement Transaction was in the best interest of the Company in light of the Company's cash and funding requirements.

Industry Context

StockSavvy.ai notes that the need for a reverse stock split to maintain Nasdaq listing is a common challenge for smaller-cap companies experiencing prolonged periods of low stock prices. While a reverse split can temporarily boost share price to meet exchange requirements, it does not fundamentally alter the company's valuation or business operations. The market often views reverse splits with caution, as they can sometimes be followed by further price declines if underlying business performance does not improve. The company's efforts to raise capital through warrant exercises and amendments to reclassify warrants as equity reflect a broader trend among growth-stage technology companies to optimize their balance sheets and secure funding amidst fluctuating market conditions.

Comparison to Industry Standards

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Chief Executive Officer and Director	Fabian Battaglia	Philip Sansone	2025-07-25	Fabian Battaglia retired; Philip Sansone was appointed after serving as Interim CEO.
Class III Director	Dr. Jiong Ma	Michael Long	2024-01-22	Dr. Ma resigned.
Director	Fabrizio Battaglia	Philip Sansone	2025-07-25	Fabrizio Battaglia stepped down.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Board Structure	The Board is divided into three classes with three-year terms, with one class elected each year.	NA	Ensures continuity and stability of the Board, but can make it harder for activist investors to gain control quickly.
Director Independence	Messrs. Aldrich, Busch, Carpou, Goerner, and Long are determined to be independent directors under Nasdaq listing standards.	NA	Enhances oversight and reduces potential conflicts of interest, aligning with best practices for public companies.
Board Leadership	The positions of Chief Executive Officer (Philip Sansone) and Chairman of the Board (James Peterson) are separated.	NA	Allows the CEO to focus on day-to-day operations while the Chairman leads Board oversight, promoting a balance of power.
Risk Oversight	The Board, through its committees, oversees risk management processes, with management responsible for day-to-day risk management.	NA	Establishes clear lines of responsibility for identifying, managing, and mitigating major risks across the company.
Related Party Transactions Policy	The Board adopted a written policy requiring related party transactions exceeding $120,000 to be reviewed and approved by the audit committee.	NA	Minimizes potential conflicts of interest and ensures transparency in dealings with affiliates.

Legal Proceedings

Related Party Transactions

Keyvan Samini, President, CFO, General Counsel, and Director, guaranteed a $150,000 loan to Legacy Mobix (repaid Nov 2024) and a $200,000 loan to a Mobix subsidiary (matures June 2026).
Philip Sansone, CEO and Director, and Keyvan Samini personally guaranteed a $600,000 Maxim loan to the company on August 15, 2025.
Michael Long, a director, purchased 300,000 shares of Class A Common Stock for $3,000,000 in December 2023 and received 128,570 'Make-Whole Shares' on November 4, 2024, due to the stock's volume-weighted average price (VWAP) falling below $10.00.
Sage Hill Investors, LLC purchased 1,500,000 shares of Class A Common Stock for $15,000,000 in December 2023 and received 642,857 'Make-Whole Shares' on November 4, 2024, due to the VWAP falling below $10.00. They also received and exercised a warrant for 1,500,000 shares at $0.01 per share.
Chavant Capital Partners (the Sponsor) purchased 199,737 shares of Class A Common Stock for $1,997,370 in December 2023 and received 12,944 'Make-Whole Shares' on November 4, 2024, due to the VWAP falling below $10.00.
Amendments to outstanding warrants held by Armistice Capital Master Fund Ltd. on October 24, 2025, resulted in the issuance of an additional warrant to purchase 1,000,000 shares of Class A Common Stock, with no cash consideration exchanged.
Haley Castro Battaglia, daughter-in-law of former CEO Fabian Battaglia, is employed as a Sales and Marketing Representative with an annual salary of $135,000 and received 80,900 restricted stock units in 2024 and 2025.

Stakeholder Impact

**Shareholders**: Face potential dilution from warrant exercises and the reverse stock split. The reverse stock split aims to maintain Nasdaq listing, which could preserve liquidity and market access, but also carries risks of further price decline and reduced liquidity. Holders of fractional shares from the reverse split will receive cash.
**Employees**: Executive officers and directors received substantial stock awards, aligning their interests with long-term performance, though some awards were based on significantly higher historical stock prices. The company's ability to maintain Nasdaq listing could impact employee morale and the value of equity-based compensation.
**Customers/Suppliers**: No direct impact mentioned, but maintaining public listing and financial stability could indirectly support business relationships.
**Creditors**: Keyvan Samini and Philip Sansone personally guaranteed company loans, indicating a commitment to financial obligations and potentially reducing risk for lenders.
**Regulatory Bodies (Nasdaq/SEC)**: The company is actively addressing Nasdaq's listing requirements, demonstrating compliance efforts. Delinquent Section 16(a) reports for several insiders indicate areas for improved compliance.

Next Steps

Hold the 2026 Annual Meeting of Stockholders on March 23, 2026, to vote on the proposed resolutions.
If approved, the Board will determine the exact ratio and timing for the reverse stock split and file the Amendment with the Secretary of State of Delaware.
If the warrant proposal is not approved, the company is obligated to call a meeting every 60 days thereafter to seek stockholder approval until the warrants are no longer outstanding.
The company will report the voting results of the Annual Meeting in a Current Report on Form 8-K within four business days following the meeting.

Key Dates

Date	Description
2020-08-26	Grant date for certain stock options under the 2020 Key Employee Equity Incentive Plan for Fabian Battaglia and Keyvan Samini.
2021-02	David Aldrich and Frederick Goerner began serving as directors.
2021-06	William Carpou became a Board member.
2022-05-05	Restricted stock units (RSUs) granted to co-founders James Peterson, Frederick Goerner, Fabrizio Battaglia, and Keyvan Samini.
2022-05-18	James Aralis's employment agreement as Chief Technology Officer became effective.
2022-08	Keyvan Samini began serving as President and General Counsel.
2022-09	Keyvan Samini began serving as Chief Financial Officer.
2022-11-15	Fabian Battaglia became Chief Executive Officer; Employment Term Sheet with Keyvan Samini became effective; RSUs granted on May 5, 2022, were amended to a three-year vesting schedule.
2023-01-22	Michael Long appointed as a Class III director, replacing Dr. Jiong Ma who resigned.
2023-03-26	RSUs granted on May 5, 2022, were cancelled.
2023-10-19	Legacy Mobix borrowed $150,000, guaranteed by Keyvan Samini.
2023-12	Keyvan Samini began serving as a director.
2023-12-18	Chavant entered into a subscription agreement with Sage Hill Investors, LLC for $15,000,000 and issued a warrant to purchase 1,500,000 shares.
2023-12-19	Chavant entered into a subscription agreement with Michael Long for $3,000,000; Chavant entered into a subscription agreement with Chavant Capital Partners (Sponsor) for $1,997,370.
2023-12-21	Effective date of the Amended and Restated Registration Rights and Lock-Up Agreement; First anniversary for Post-Closing RSUs for Peterson and Goerner.
2023-12-24	Haley Castro Battaglia received 55,900 restricted stock units.
2024-01-03	Stockholder approval obtained for certain RSU grants to co-founders and directors; Stockholders approved the exercise of the Sage Hill Warrant.
2024-01-22	Compensation Committee approved grants of 2,550,000 restricted stock awards to Fabian Battaglia and Keyvan Samini; Board approved non-employee director compensation.
2024-05-18	Stock options granted to James Aralis under the 2022 Incentive Compensation Plan become fully vested and exercisable.
2024-08-30	Condition for Make-Whole Shares for Sage Hill and Sponsor PIPE Subscription Agreements was satisfied.
2024-11-04	Michael Long received 128,570 Make-Whole Shares; Sage Hill received 642,857 Make-Whole Shares; Sponsor received 12,944 Make-Whole Shares.
2024-11-16	Maturity date of a $330,000 promissory note issued to Giuseppe Battaglia.
2024-12-02	A Mobix subsidiary borrowed $200,000, guaranteed by Keyvan Samini.
2024-12-21	Post-Closing RSUs for Fabian Battaglia and Keyvan Samini vested in their entirety.
2024-12-23	The restriction on transfers contained in the Amended and Restated Registration Rights and Lock-Up Agreement expired.
2025-04	The $330,000 promissory note to Giuseppe Battaglia was repaid in full.
2025-04-10	Philip Sansone forfeited options and was granted 400,000 RSUs.
2025-04-15	Philip Sansone was granted 600,000 RSUs; 333,333 Post-Closing RSUs granted to Fabian Battaglia and Keyvan Samini.
2025-04-28	Company received Nasdaq Notification regarding non-compliance with the $1.00 bid price rule.
2025-07-09	James Aralis granted 100,000 RSUs; Haley Castro Battaglia received 25,000 restricted stock units.
2025-07-25	Philip Sansone appointed Chief Executive Officer and Director; Fabian Battaglia retired as Chief Executive Officer and Director.
2025-08-15	Philip Sansone and Keyvan Samini personally guaranteed a $600,000 Maxim loan.
2025-09-03	Company entered into a warrant exercise inducement offer letter (Inducement Letter) with an institutional investor.
2025-09-04	Holder exercised Existing Warrants, and the company issued the Inducement Warrant and Placement Agent Warrants. Company received approximately $4.5 million in gross proceeds.
2025-09-19	Philip Sansone granted 1,000,000 RSUs.
2025-09-30	End of fiscal year 2025.
2025-10-24	Company submitted a request for an additional 180-day period to regain Nasdaq compliance; Company entered into amendments to certain outstanding warrants and issued an additional warrant for 1,000,000 shares.
2025-10-27	Original deadline to regain Nasdaq compliance.
2025-10-29	Company received an Extension Letter granting an extension through April 27, 2026, to regain Nasdaq compliance.
2026-02-27	Record Date for the 2026 Annual Meeting of Stockholders.
2026-03-04	Latest practicable date mentioned in the filing, with Class A Common Stock closing at $0.8199 per share.
2026-03-06	Notice of Annual Meeting, Proxy Statement, and form of proxy first mailed to stockholders.
2026-03-20	Deadline for Internet proxy votes (11:59 p.m. Pacific Time).
2026-03-23	Date of the 2026 Annual Meeting of Stockholders.
2026-04-27	Extended deadline to regain Nasdaq compliance.
2026-06	Maturity date of a $200,000 loan guaranteed by Keyvan Samini.
2026-11-06	Deadline for stockholder proposals for inclusion in the 2027 annual meeting proxy materials.
2026-11-23	Earliest date for notice of stockholder proposals not included in proxy statement and director nominations for the 2027 Annual Meeting.
2026-12-23	Latest date for notice of stockholder proposals not included in proxy statement and director nominations for the 2027 Annual Meeting.

Recommendation

hold

The company is at a critical juncture, addressing Nasdaq non-compliance through a reverse stock split. While this action is necessary to maintain listing and prevent further market inefficiencies, the underlying issues of low stock price and potential dilution from warrant exercises create significant uncertainty. The substantial 'make-whole' shares issued to investors and the former CEO's family member's employment also raise questions about past performance and governance. A 'hold' recommendation is appropriate as investors should await the outcome of the reverse stock split and observe subsequent market reaction and operational performance before making further investment decisions. The risks associated with reverse splits and dilution are considerable, but delisting would be a worse outcome.

Keywords

Reverse Stock Split, Nasdaq Compliance, Warrant Issuance, Proxy Statement, Corporate Governance, Executive Compensation, SEC Filing, Stock Dilution, MOBX, Semiconductor Industry

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