Private Placement - Form 8-K

Item 3.02 Unregistered Sales of Equity Securities

On May 21, 2024 (the "Closing Date"), Mobix Labs, Inc., a Delaware corporation (the "Company") consummated the previously announced transactions pursuant to the Business Combination Agreement, dated as of May 8, 2024 (the "Business Combination Agreement"), by and among the Company, RaGE Systems, Inc, a Delaware corporation ("RaGE Systems"), and Mobix Merger Sub III, LLC, a Delaware limited liability company to acquire RaGE Systems, a leader in radio frequency joint design and manufacturing services for aggregate consideration of approximately $12.0 million.

Pursuant to the Business Combination Agreement, the Company will deliver 3,214,045 shares of Class A common stock, par value $0.00001 per share ("Class A Shares") to the RaGE Systems stockholders. In addition, RaGE Systems stockholders will be paid an aggregate cash amount of $2.0 million as follows: (a) $0.2 million was paid on the Closing Date; (b) $1.0 million will be paid on November 15, 2024 and (c) $0.8 million will be paid on April 15, 2025. Moreover, subject to achievement of certain milestones, the RaGE Systems stockholders will also be entitled to receive possible earn-out payments of up to $8.0 million over eight fiscal quarters in a combination of cash and stock.

The Class A Shares will be issued pursuant to and in accordance with the exemption from registration under the Securities Act of 1933, as amended, provided by Section 4(a)(2) thereof as a transaction by an issuer not involving any public offering.