Document And Entity Information
Document And Entity Information | 3 Months Ended |
Dec. 31, 2023 | |
Document Information Line Items | |
Entity Registrant Name | MOBIX LABS, INC. |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | On December 21, 2023 (the “Closing Date”), Mobix Labs, Inc., a Delaware corporation (f/k/a Chavant Capital Acquisition Corp., a Cayman Islands exempted company incorporated with limited liability) (“Mobix Labs,” the “Company,” “we,” “us” or “our”), consummated the previously announced merger pursuant to the Business Combination Agreement, dated November 15, 2022 (as amended, the “Business Combination Agreement”), by and among the Company, CLAY Merger Sub II, Inc., a Delaware corporation and newly-formed, wholly-owned direct subsidiary of Chavant (“Merger Sub”), and Mobix Labs Operations, Inc., a Delaware corporation (f/k/a Mobix Labs, Inc.) (“Legacy Mobix”), following the approval at an extraordinary general meeting of the Company’s shareholders held on December 18, 2023 (the “Special Meeting”).Pursuant to the terms of the Business Combination Agreement, the Company changed its jurisdiction of incorporation by deregistering as an exempted company incorporated with limited liability in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”), upon which the Company changed its name to “Mobix Labs, Inc.,” and a business combination between the Company and Legacy Mobix was effected through the merger of Merger Sub with and into Legacy Mobix, with Legacy Mobix surviving as a wholly owned subsidiary of Mobix Labs (together with the other transactions related thereto, the “Merger”).In connection with the closing of the Merger (the “Closing”), and pursuant to the terms of the Business Combination Agreement, (i) each outstanding share of Legacy Mobix common stock converted into the right to receive shares of Class A Common Stock; (ii) each share of preferred stock of Legacy Mobix, which included Series A Preferred Stock and Founders Preferred Stock issued and outstanding immediately prior to the Closing, converted into the right to receive shares of Class B common stock (“Class B Common Stock”); (iii) each outstanding stock option and warrant of Legacy Mobix was assumed by the Company and converted into an option to purchase shares of Class A Common Stock; (iv) each outstanding unvested restricted stock unit (“RSU”) of Legacy Mobix was assumed by the Company and converted into an RSU covering shares of Class A Common Stock; and (v) each outstanding convertible instrument of Legacy Mobix, including Simple Agreement for Further Equity Notes (“SAFEs”) and promissory notes that were convertible into Legacy Mobix common stock or preferred stock, converted into the right to receive shares of Class A Common Stock.As of the open of trading on December 22, 2023, the Class A Common Stock and warrants that were issued in Chavant’s initial public offering (the “Public Warrants”) began trading on Nasdaq under the symbols “MOBX” and “MOBXW,” respectively.Unless the context otherwise requires, references in this prospectus to:• “Chavant” refers to Chavant Capital Acquisition Corp., a Cayman Islands exempted company incorporated with limited liability, prior to the Closing;• “Mobix Labs” refers to Mobix Labs, Inc., a Delaware corporation (f/k/a Chavant Capital Acquisition Corp.), and its consolidated subsidiaries following the Closing;• “Legacy Mobix” refers to Mobix Labs, Inc., a Delaware corporation, and its consolidated subsidiaries prior to the Closing (n/k/a Mobix Labs Operations, Inc.); and• “we,” “us,” and “our” or the “Company” refer to Mobix Labs following the Closing and to Legacy Mobix prior to the Closing. |
Entity Central Index Key | 0001855467 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | DE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 |
Current assets | |||
Cash | $ 14,796 | $ 89 | $ 178 |
Accounts receivable, net | 302 | 53 | 444 |
Receivable for issuance of common stock | 117 | ||
Inventory | 422 | 319 | 570 |
Prepaid expenses and other current assets | 349 | 369 | 667 |
Total current assets | 15,869 | 830 | 1,976 |
Property and equipment, net | 1,858 | 1,859 | 1,763 |
Intangible assets, net | 11,550 | 5,287 | 6,128 |
Goodwill | 10,759 | 5,217 | 5,217 |
Operating lease right-of-use assets | 990 | 1,030 | |
Deferred transaction costs | 4,125 | ||
Other assets | 430 | 400 | 400 |
Total assets | 41,456 | 18,748 | 15,484 |
Current liabilities | |||
Accounts payable | 6,000 | 8,995 | 5,095 |
Accrued expenses and other current liabilities | 8,545 | 4,519 | 2,753 |
Deferred purchase consideration | 1,622 | ||
Loss contingency | 8,434 | ||
Notes payable | 1,503 | 1,286 | |
Simple agreements for future equity (“SAFEs”) | 1,512 | 1,983 | |
Operating lease liabilities, current | 325 | 318 | |
Total current liabilities | 21,444 | 20,423 | 21,958 |
Earnout liability | 8,795 | ||
PIPE make-whole liability | 4,975 | ||
Convertible notes, noncurrent | 625 | ||
Deferred tax liability | 192 | 86 | 20 |
Operating lease liabilities, noncurrent | 1,196 | 1,280 | |
Total liabilities | 37,090 | 21,789 | 22,603 |
Other noncurrent liabilities | 488 | ||
Commitments and contingencies | |||
Stockholders’ deficit | |||
Common stock, value | |||
Additional paid-in capital | 87,193 | 78,421 | 34,722 |
Accumulated deficit | (82,827) | (83,762) | (44,141) |
Total stockholders’ equity (deficit) | 4,366 | (5,341) | (9,419) |
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit) | 41,456 | 18,748 | 15,484 |
Redeemable Convertible Preferred Stock | |||
Redeemable convertible preferred stock | |||
Convertible Preferred Stock | |||
Series A Convertible Preferred Stock | |||
Redeemable convertible preferred stock | |||
Convertible Preferred Stock | 2,300 | 2,300 | |
Legacy Mobix Common Stock | |||
Stockholders’ deficit | |||
Common stock, value | |||
Class A Common Stock | |||
Stockholders’ deficit | |||
Common stock, value | |||
Class B Common Stock | |||
Stockholders’ deficit | |||
Common stock, value | |||
Related Party | |||
Current liabilities | |||
Notes payable – related parties | $ 3,449 | $ 3,793 | $ 3,693 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 |
Common stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 | |
Common stock, shares authorized | 57,400,000 | 57,400,000 | |
Common stock, shares issued | 16,692,175 | 11,868,397 | |
Common stock, shares outstanding | 23,544,492 | 16,692,175 | 11,868,397 |
Redeemable Convertible Preferred Stock | |||
Convertible Preferred Stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 |
Convertible Preferred Stock, shares authorized | 0 | 600,000 | 600,000 |
Convertible Preferred Stock, shares issued | 0 | 588,235 | 588,235 |
Convertible Preferred Stock, shares outstanding | 0 | 588,235 | 588,235 |
Series A Convertible Preferred Stock | |||
Convertible Preferred Stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 |
Convertible Preferred Stock, shares authorized | 0 | 2,000,000 | 2,000,000 |
Convertible Preferred Stock, shares issued | 0 | 1,666,666 | 1,666,666 |
Convertible Preferred Stock, shares outstanding | 0 | 1,666,666 | 1,666,666 |
Convertible Preferred Stock, liquidation preference (in Dollars) | $ 2,300 | $ 2,300 | $ 2,300 |
Legacy Mobix Common Stock | |||
Common stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 | |
Common stock, shares authorized | 0 | 57,400,000 | |
Common stock, shares issued | 0 | 16,692,175 | |
Common stock, shares outstanding | 0 | 16,692,175 | |
Class A Common Stock | |||
Common stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 | |
Common stock, shares authorized | 285,000,000 | 285,000,000 | |
Common stock, shares issued | 23,544,492 | 0 | |
Common stock, shares outstanding | 23,544,492 | 0 | |
Class B Common Stock | |||
Common stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 | |
Common stock, shares authorized | 5,000,000 | 5,000,000 | |
Common stock, shares issued | 2,254,901 | 0 | |
Common stock, shares outstanding | 2,254,901 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Net revenue | ||||
Total net revenue | $ 1,224 | $ 3,309 | ||
Costs and expenses | ||||
Cost of revenue | $ 329 | $ 694 | 1,620 | 2,852 |
Research and development | 1,562 | 3,417 | 11,044 | 12,193 |
Selling, general and administrative | 15,663 | 5,794 | 24,104 | 11,978 |
Loss from operations | (17,269) | (9,226) | (35,544) | (23,714) |
Interest expense | 857 | 83 | 3,355 | 343 |
Change in fair value of earnout liability | (24,764) | |||
Change in fair value of PIPE make-whole liability | 2,904 | |||
Change in fair value of private warrants | 60 | |||
Change in fair value of SAFEs | 10 | 50 | 655 | 83 |
Merger-related transaction costs expensed | 4,009 | |||
Loss before income taxes | (345) | (9,359) | (39,554) | (24,140) |
Provision (benefit) for income taxes | (1,280) | 31 | 67 | (273) |
Net income (loss) and comprehensive income (loss) | $ 935 | $ (9,390) | $ (39,621) | $ (23,867) |
Net income (loss) per common share: | ||||
Diluted (in Dollars per share) | $ 0.04 | $ (0.76) | $ (2.71) | $ (2.25) |
Weighted-average common shares outstanding: | ||||
Diluted (in Shares) | 23,316,071 | 12,379,480 | 14,612,600 | 10,620,614 |
Net loss per common share, basic (in Dollars per share) | $ 0.04 | $ (0.76) | $ (2.71) | $ (2.25) |
Weighted-average common shares outstanding, basic (in Shares) | 18,617,656 | 12,379,480 | 14,612,600 | 10,620,614 |
Product sales | ||||
Net revenue | ||||
Total net revenue | $ 285 | $ 679 | $ 1,224 | $ 2,859 |
License revenue | ||||
Net revenue | ||||
Total net revenue | $ 450 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Net loss per common share, diluted | $ 0.04 | $ (0.76) | $ (2.71) | $ (2.25) |
Weighted-average common shares outstanding, diluted | 23,316,071 | 12,379,480 | 14,612,600 | 10,620,614 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Founders Redeemable Convertible Preferred Stock | Series A Redeemable Convertible Preferred Stock | Class A Common Stock | Class B Common Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Contingently Redeemable Common Stock | Legacy Common Stock | Total |
Balance at Sep. 30, 2021 | $ 2,300 | $ 20,211 | $ (20,274) | $ (63) | ||||||
Balance (in Shares) at Sep. 30, 2021 | 588,235 | 1,666,666 | 8,689,413 | |||||||
Common stock issued for acquisition of business | ||||||||||
Common stock issued for acquisition of business (in Shares) | 1,266,892 | |||||||||
Issuance of common stock | 9,764 | 9,764 | ||||||||
Issuance of common stock (in Shares) | 1,460,644 | |||||||||
Conversion of notes to common stock | 312 | 312 | ||||||||
Conversion of notes to common stock (in Shares) | 45,548 | |||||||||
Exercise of stock options | 145 | 145 | ||||||||
Exercise of stock options (in Shares) | 166,666 | |||||||||
Issuance of common stock upon exercise of warrants | 1,000 | 1,000 | ||||||||
Issuance of common stock upon exercise of warrants (in Shares) | 239,234 | |||||||||
Stock-based compensation | 3,290 | 3,290 | ||||||||
Net income (loss) | (23,867) | (23,867) | ||||||||
Balance at Sep. 30, 2022 | $ 2,300 | 34,722 | (44,141) | (9,419) | ||||||
Balance (in Shares) at Sep. 30, 2022 | 588,235 | 1,666,666 | 11,868,397 | 11,868,397 | ||||||
Issuance of common stock | 5,295 | 5,295 | ||||||||
Issuance of common stock (in Shares) | 773,889 | |||||||||
Issuance of common stock upon exercise of warrants | 900 | 900 | ||||||||
Issuance of common stock upon exercise of warrants (in Shares) | 300,000 | |||||||||
Stock-based compensation | 3,856 | 3,856 | ||||||||
Net income (loss) | (9,390) | (9,390) | ||||||||
Balance at Dec. 31, 2022 | $ 2,300 | 44,773 | (53,531) | (8,758) | ||||||
Balance (in Shares) at Dec. 31, 2022 | 588,235 | 1,666,666 | 12,942,286 | |||||||
Balance at Sep. 30, 2022 | $ 2,300 | 34,722 | (44,141) | (9,419) | ||||||
Balance (in Shares) at Sep. 30, 2022 | 588,235 | 1,666,666 | 11,868,397 | 11,868,397 | ||||||
Issuance of common stock | 13,396 | $ 13,396 | ||||||||
Issuance of common stock (in Shares) | 1,958,312 | 1,958,312 | ||||||||
Issuance of common stock in settlement of loss contingency | 8,434 | $ 8,434 | ||||||||
Issuance of common stock in settlement of loss contingency (in Shares) | 1,233,108 | |||||||||
Issuance of common stock to service providers | 377 | 377 | ||||||||
Issuance of common stock to service providers (in Shares) | 55,091 | |||||||||
Conversion of SAFEs to common stock | 1,126 | 1,126 | ||||||||
Conversion of SAFEs to common stock (in Shares) | 170,835 | |||||||||
Issuance of warrants to service providers | 10 | 10 | ||||||||
Issuance of warrants in connection with notes payable | 3,028 | 3,028 | ||||||||
Conversion of notes to common stock | 943 | 943 | ||||||||
Conversion of notes to common stock (in Shares) | 187,971 | |||||||||
Issuance of common stock upon exercise of warrants | 909 | 909 | ||||||||
Issuance of common stock upon exercise of warrants (in Shares) | 1,218,461 | |||||||||
Stock-based compensation | 15,476 | 15,476 | ||||||||
Net income (loss) | (39,621) | (39,621) | ||||||||
Balance at Sep. 30, 2023 | $ 2,300 | 78,421 | (83,762) | $ (5,341) | ||||||
Balance (in Shares) at Sep. 30, 2023 | 588,235 | 1,666,666 | 16,692,175 | 16,692,175 | ||||||
Common stock issued for acquisition of business (in Shares) | 964,912 | |||||||||
Issuance of common stock | 3,286 | $ 3,286 | ||||||||
Issuance of common stock (in Shares) | 482,171 | |||||||||
Issuance of warrants in connection with notes payable | 107 | 107 | ||||||||
Issuance of contingently redeemable common stock for acquisition of EMI Solutions, Inc. | $ 8,856 | |||||||||
Issuance of contingently redeemable common stock for acquisition of EMI Solutions, Inc. (in Shares) | 964,912 | |||||||||
Lapse of redemption feature on common stock | 8,856 | $ (8,856) | 8,856 | |||||||
Lapse of redemption feature on common stock (in Shares) | (964,912) | 964,912 | ||||||||
Issuance of common stock upon exercise of warrants | ||||||||||
Issuance of common stock upon exercise of warrants (in Shares) | 369,671 | |||||||||
Issuance of common stock upon vesting of RSUs | ||||||||||
Issuance of common stock upon vesting of RSUs (in Shares) | 104,748 | |||||||||
Stock-based compensation | 12,705 | 12,705 | ||||||||
Reverse recapitalization transactions, net (Note 3) | $ (2,300) | (16,182) | (16,182) | |||||||
Reverse recapitalization transactions, net (Note 3) (in Shares) | (588,235) | (1,666,666) | 22,901,838 | 2,254,901 | (18,139,258) | |||||
Issuance of common stock upon exercise of stock options | ||||||||||
Issuance of common stock upon exercise of stock options (in Shares) | 168,235 | |||||||||
Net income (loss) | 935 | 935 | ||||||||
Balance at Dec. 31, 2023 | $ 87,193 | $ (82,827) | $ 4,366 | |||||||
Balance (in Shares) at Dec. 31, 2023 | 23,544,492 | 2,254,901 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Operating activities | ||||
Net income (loss) | $ 935 | $ (9,390) | $ (39,621) | $ (23,867) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation | 113 | 113 | 449 | 528 |
Amortization of intangible assets | 237 | 211 | 841 | 840 |
Loss on disposal of property and equipment | 2 | 330 | ||
Issuance of warrants in connection with notes payable, charged to interest expense | 729 | 2,983 | ||
Change in fair value of earnout liability | (24,764) | |||
Change in fair value of PIPE make-whole liability | 2,904 | |||
Change in fair value of private warrants | 60 | |||
Change in fair value of SAFEs | 10 | 50 | 655 | 83 |
Merger-related transaction costs expensed | 4,009 | |||
Deferred income taxes | (1,280) | 66 | (274) | |
Other non-cash items | (21) | 5 | (119) | 50 |
Stock-based compensation | 12,705 | 3,856 | 15,476 | 3,290 |
Changes in operating assets and liabilities: | ||||
Accounts receivable | 136 | 5 | 385 | (44) |
Inventory | 52 | 191 | 251 | (338) |
Prepaid expenses and other current assets | 27 | 105 | 298 | (476) |
Other assets | (200) | |||
Accounts payable | 525 | (768) | 1,390 | 2,010 |
Accrued expenses and other current liabilities | 27 | 150 | 2,318 | 1,610 |
Net cash used in operating activities | (3,596) | (5,472) | (14,626) | (16,458) |
Investing activities | ||||
Acquisition of EMI Solutions, Inc., net of cash acquired | (110) | |||
Acquisition of property and equipment | (5) | (6) | (633) | (56) |
Proceeds from sale of property and equipment | 300 | |||
Net cash provided by (used in) investing activities | (115) | (6) | (633) | 244 |
Financing activities | ||||
Proceeds from issuance of common stock | 3,286 | 5,108 | 13,513 | 9,847 |
Proceeds from exercise of common stock warrants | 900 | |||
Proceeds from exercise of common stock warrants | 909 | 2,600 | ||
Proceeds from exercise of stock options | 145 | |||
Proceeds from issuance of notes payable | 246 | 2,156 | ||
Proceeds from issuance of notes payable – related parties | 730 | 1,006 | ||
Proceeds from issuance of convertible notes | 200 | 250 | 925 | |
Proceeds from issuance of SAFEs | 1,900 | |||
Principal payments on notes payable | (18) | (825) | ||
Principal payments on notes payable – related parties | (344) | (630) | (1,044) | |
Proceeds from the merger and PIPE | 21,014 | |||
Merger-related transaction costs paid | (5,966) | (65) | (933) | |
Net cash provided by financing activities | 18,418 | 5,943 | 15,170 | 15,379 |
Net increase in cash | 14,707 | 465 | (89) | (835) |
Cash, beginning of period | 89 | 178 | 178 | 1,013 |
Cash, end of period | 14,796 | 643 | 89 | 178 |
Supplemental cash flow information | ||||
Cash paid for interest | 80 | 58 | 187 | |
Cash paid for income taxes | ||||
Non-cash investing and financing activities: | ||||
Deferred merger-related transaction costs | 3,192 | |||
Conversion of notes to common stock | 943 | 312 | ||
Unpaid Merger-related transaction costs | 2,504 | 1,013 | ||
Contingently redeemable convertible stock issued for acquisition of EMI Solutions, Inc. | 8,856 | |||
Deferred purchase consideration for acquisition of EMI Solutions, Inc. | 1,886 | |||
Conversion of SAFEs to common stock | 1,522 | 1,126 | ||
Issuance of warrants in connection with notes payable, recorded as debt discount | $ 107 | 790 | ||
Issuance of common stock and warrants to service providers | 387 | |||
Issuance of common stock for receivable | $ 117 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 3 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Sep. 30, 2023 | |
Nature of the Business and Basis of Presentation [Abstract] | ||
Nature of the Business and Basis of Presentation | Note 1 — Company Information Mobix Labs, Inc. (“Mobix Labs” or the “Company”), a Delaware corporation based in Irvine, California, is a fabless semiconductor company delivering mmWave 5G and C -Band -quality On December 21, 2023, (the “Closing Date”), Chavant Capital Acquisition Corp. (“Chavant”) consummated the merger pursuant to the Business Combination Agreement, dated November 15, 2022 (as amended, supplemented or otherwise modified, the “Business Combination Agreement”), by and among Chavant, CLAY Merger Sub II, Inc., a Delaware corporation and newly formed, wholly -owned -owned Throughout the notes to the condensed consolidated financial statements, unless otherwise noted or otherwise suggested by context, the “Company” refers to Legacy Mobix prior to the consummation of the Merger, and to the Company after the consummation of the Merger. Going Concern The condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. Since inception, the Company has incurred operating losses and negative cash flows from operations, primarily as a result of its ongoing investment in product development. For the three months ended December 31, 2023 and 2022, the Company incurred losses from operations of $17,269 and $9,226, respectively, and as of December 31, 2023 the Company had an accumulated deficit of $82,827. The Company has historically financed its operations through the issuance and sale of equity securities and the issuance of debt. The Company expects to continue to incur operating losses and negative cash flows from operations for the foreseeable future and will need to raise additional debt or equity financing to fund its operations and satisfy its obligations. Management believes that there is substantial doubt concerning the Company’s ability to continue as a going concern as the Company currently does not have adequate liquidity to meet its operating needs and satisfy its obligations for at least twelve months from the date of issuance of these condensed consolidated financial statements. While the Company will seek to raise additional capital, there can be no assurance the necessary financing will be available on terms acceptable to the Company, or at all. If the Company raises funds by issuing equity securities, dilution to existing stockholders may result. Any equity securities issued may also provide for rights, preferences or privileges senior to those of holders of common stock. If the Company raises funds by issuing debt securities, such debt securities would have rights, preferences and privileges senior to those of preferred and common stockholders. The terms of debt securities or borrowings may impose significant restrictions on the Company’s operations. The capital markets have in the past, and may in the future, experience periods of volatility that could impact the availability and cost of equity and debt financing. In addition, recent and potential future increases in federal fund rates set by the Federal Reserve, which serve as a benchmark for rates on borrowing, could adversely impact the cost or availability of debt financing. If the Company is unable to obtain additional financing, or if such transactions are successfully completed but do not provide adequate financing, the Company may be required to reduce its operating expenditures, which could adversely affect its business prospects, or the Company may be unable to continue operations. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. Accordingly, the condensed consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. | Note 1 — Nature of the Business and Basis of Presentation Mobix Labs Operations, Inc. (formerly known as Mobix Labs, Inc.) (“Mobix Labs” or the “Company”) was incorporated in the state of Delaware on July 31, 2020. Based in Irvine, California, Mobix Labs is a fabless semiconductor company delivering disruptive wireless and connectivity solutions for next generation communication systems, including C -Band -quality On December 21, 2023, (the “Closing Date”), Chavant Capital Acquisition Corp. (“Chavant”) consummated the merger pursuant to the Business Combination Agreement, dated November 15, 2022 (as amended, supplemented or otherwise modified, the “Business Combination Agreement”), by and among Chavant, CLAY Merger Sub II, Inc., a Delaware corporation and newly formed, wholly -owned -owned 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. All issued and outstanding securities of Chavant upon Closing were treated as issuances of securities of the Company upon the consummation of the Merger. All of Legacy Mobix’s 18,134,258 issued and outstanding shares of common stock were cancelled and converted into the same number of shares of the Company’s Class A Common Stock. See Note 18 — Subsequent Events Basis of Presentation The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of Mobix Labs. The Company’s fiscal year ends on September 30. Going Concern The financial statements have been prepared assuming the Company will continue as a going concern. Since inception, the Company has incurred operating losses and negative cash flows, primarily as a result of its ongoing investment in product development. For the fiscal years ended September 30, 2023 and 2022, the Company incurred net losses of $39,621 and $23,867, respectively, and as of September 30, 2023 the Company had an accumulated deficit of $83,762. The Company has historically financed its operations through the sale of shares of its common stock or redeemable convertible preferred stock and the issuance of debt. After considering the effects of debt and equity transactions completed from October 1, 2023 through December 28, 2023, as well as proceeds associated with the merger transaction with Chavant (all as discussed in Note 18), the Company expects to continue to incur operating losses and negative cash flows from operations for the foreseeable future and will need to raise additional debt or equity financing to fund its operations and satisfy its obligations. Management believes that there is substantial doubt concerning the Company’s ability to continue as a going concern as the Company currently does not have adequate liquidity to meet its operating needs and satisfy its obligations for at least twelve months from the date of issuance of these financial statements. While the Company will seek to raise additional capital, there can be no assurance the necessary financing will be available on terms acceptable to the Company, or at all. If the Company raises funds by issuing equity securities, dilution to existing stockholders may result. Any equity securities issued may also provide for rights, preferences or privileges senior to those of holders of common stock. If the Company raises funds by issuing debt securities, such debt securities would have rights, preferences and privileges senior to those of preferred and common stockholders. The terms of debt securities or borrowings may impose significant restrictions on the Company’s operations. The capital markets have in the past, and may in the future, experience periods of volatility that could impact the availability and cost of equity and debt financing. In addition, recent and potential future increases in federal fund rates set by the Federal Reserve, which serve as a benchmark for rates on borrowing, could adversely impact the cost or availability of debt financing. If the Company is unable to obtain additional financing, or if such transactions are successfully completed but do not provide adequate financing, the Company may be required to reduce its operating expenditures, which could adversely affect its business prospects, or the Company may be unable to continue operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. Accordingly, the financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Sep. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | 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 The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and include the accounts of Mobix Labs, Inc. and its subsidiaries. The Company’s fiscal year ends on September 30. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements as of and for the year ended September 30, 2023 and the related notes which provide a more complete discussion of the Company’s accounting policies and certain other information. The September 30, 2023 condensed consolidated balance sheet was derived from the Company’s audited financial statements. These unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of the Company’s condensed financial position as of December 31, 2023 and its results of operations and cash flows for the three months ended December 31, 2023 and 2022. The results of operations for the three months ended December 31, 2023 are not necessarily indicative of the results to be expected for the fiscal year ending September 30, 2024 or for any other future annual or interim period. Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of the Company’s condensed consolidated financial statements requires the Company to make estimates and assumptions that affect the reported amounts of certain assets and liabilities; the reported amounts of revenues and expenses for the periods covered and certain amounts disclosed in the notes to the condensed consolidated financial statements. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. As future events and their effects cannot be determined with precision, actual results could differ materially from those estimates and assumptions. Areas requiring significant estimates and assumptions by the Company include, but are not limited to: • -based -based • • -lived • -whole • • Cash As of December 31, 2023 and September 30, 2023, the Company’s cash balance consisted of demand deposits held at large financial institutions. The Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents. The Company had no cash equivalents as of December 31, 2023 or September 30, 2023. The amount of deposits maintained at any financial institution may exceed federally insured limits. The Company places its cash with high credit quality financial institutions and has not experienced any losses on its deposits of cash. Accounts Receivable, net Accounts receivable are recorded at the invoiced amount and do not bear interest. For trade accounts receivable from customers, the Company performs ongoing credit evaluations of its customers and maintains an allowance for expected credit losses. The allowance for expected credit losses represents the Company’s best estimate based on current and historical information, and reasonable and supportable forecasts of future events and circumstances. Accounts receivable deemed uncollectible are charged against the allowance for expected credit losses when identified. The allowance for expected credit losses as of December 31, 2023 and September 30, 2023 and bad debt expense for the three months ended December 31, 2023 and 2022 were not material. Inventory Inventory is stated at the lower of cost, determined on a first -in -out Intangible Assets, net The Company’s intangible assets principally consist of acquired developed technology and customer relationships and have finite lives ranging from one fifteen -line -related Impairment of Long-Lived Assets The Company reviews its long -lived -lived Goodwill Goodwill represents the excess of the fair value of purchase consideration of an acquired business over the fair value of the identifiable net assets acquired. Goodwill is not amortized but is tested for impairment at a reporting unit level on an annual basis on July 31, or more frequently if circumstances change or an event occurs that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company did not record any goodwill impairment losses for the three months ended December 31, 2023 and 2022. Business Combinations The Company allocates the purchase price of an acquisition to the tangible assets acquired, liabilities assumed, and intangible assets acquired, based on their estimated fair values. The excess of the purchase price over the fair values of the net assets acquired is recorded as goodwill. Accounting for business combinations requires that management make significant estimates and assumptions to determine the fair value of assets acquired and liabilities assumed at the acquisition date. Although management believes the assumptions and estimates to be reasonable and appropriate, they are inherently uncertain. Critical estimates in valuing certain acquired assets may include, but are not limited to, expected future cash flows including revenue growth rate assumptions from product sales, customer contracts and acquired technologies, expected costs to develop acquired technology into commercially viable products, estimated cash flows from the projects when completed, including assumptions associated with the technology migration curve and expected selling, general and administrative costs. The discount rates used to discount expected future cash flows to present value are typically derived from a weighted -average Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The Company uses a three -tiered As a basis for considering such assumptions, a three -tier Level 1 — Observable inputs that include quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 — Unobservable pricing inputs that are generally less observable from objective sources, such as discounted cash flow models or valuations. Net Income (Loss) Per Share Basic and diluted net income (loss) per share attributable to common stockholders is presented in conformity with the two -class -class -average -average Net Income (Loss) Per Share. Comprehensive Income (Loss) Comprehensive income (loss) includes the Company’s net income (loss) as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. There were no differences between the Company’s net income (loss) and comprehensive income (loss) for the three months ended December 31, 2023 and 2022. 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 -public In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016 -13 Financial Instruments — Credit Losses (Topic 326) -13 In October 2021, the FASB issued ASU 2021 -08 Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers -08 -08 Recently Issued Accounting Pronouncements Not Yet Adopted In November 2023, the FASB issued ASU 2023 -07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures -07 -07 -07 -07 In December 2023, the FASB issued ASU 2023 -09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures -09 -09 -09 | Note 2 — Summary of Significant Accounting Policies Use of Estimates The preparation of the Company’s financial statements requires the Company to make estimates and assumptions that affect the reported amounts of certain assets and liabilities; the reported amounts of revenues and expenses for the periods covered and certain amounts disclosed in the notes to the financial statements. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. As future events and their effects cannot be determined with precision, actual results could differ materially from those estimates and assumptions. Areas that could require significant estimates and assumptions by the Company include, but are not limited to: • -based -based • • -lived • • • Cash As of September 30, 2023 and 2022, the Company’s cash balance consisted of demand deposits held at large financial institutions. The Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents. The Company had no cash equivalents as of September 30, 2023 and 2022. The amount of deposits maintained at any financial institution may exceed federally insured limits. The Company places its cash with high credit quality financial institutions and has not experienced any losses on its deposits of cash. Accounts Receivable, net Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for doubtful accounts, which is based on the Company’s assessment of the collectability of accounts. The Company regularly reviews the adequacy of the allowance for doubtful accounts by considering the age of each outstanding invoice and the collection history of each customer and other relevant factors to determine the appropriate amount of allowance for doubtful accounts. Accounts receivable deemed uncollectible are charged against the allowance for doubtful accounts when identified. The allowance for doubtful accounts as of September 30, 2023 and 2022 and bad debt expense for the years ended September 30, 2023 and 2022 were not material. Inventory Inventory is stated at the lower of cost, determined on a first -in -out Property and Equipment, net The Company’s property and equipment primarily consists of laboratory equipment, computer hardware, equipment, furniture and fixtures and leasehold improvements. Property and equipment are recorded at cost less accumulated depreciation and any accumulated impairment losses. Depreciation and amortization are computed using the straight -line Deferred Transaction Costs The Company capitalizes certain legal, accounting, and other third -party Intangible Assets, net The Company’s intangible assets consist of acquired developed technology and customer relationships having finite lives ranging from seven ten -line -related Impairment of Long-Lived Assets The Company reviews its long -lived -lived Goodwill Goodwill represents the excess of the fair value of purchase consideration of an acquired business over the fair value of the identifiable net assets acquired. Goodwill is not amortized but is tested for impairment at a reporting unit level on an annual basis on July 31, or more frequently if circumstances change or an event occurs that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Significant judgment may be required when goodwill is assessed for impairment. Qualitative factors may be assessed to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If the assessment of all relevant qualitative factors indicates that it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, a quantitative goodwill impairment test is not necessary. If the assessment of all relevant qualitative factors indicates that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company will perform a quantitative goodwill impairment test. The quantitative impairment test for goodwill consists of a comparison of the fair value of a reporting unit with its carrying value, including the goodwill allocated to that reporting unit. If the carrying value of a reporting unit exceeds its fair value, the Company will recognize an impairment loss equal to the amount of the excess, limited to the amount of goodwill allocated to that reporting unit. Application of the impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units and the determination of fair value of each reporting unit. The Company performed its annual qualitative impairment test and determined it was not more likely than not that the fair value of its reporting unit was less than its carrying amount. The Company did not record any goodwill impairment losses for the years ended September 30, 2023 and 2022. Business Combinations The Company allocates the purchase price of an acquisition to the tangible assets acquired, liabilities assumed, and intangible assets acquired, based on their estimated fair values. The excess of the purchase price over the fair values of these net assets acquired is recorded as goodwill. Accounting for business combinations requires that management make significant estimates and assumptions to determine the fair value of assets acquired and liabilities assumed at the acquisition date. Although management believes the assumptions and estimates to be reasonable and appropriate, they are inherently uncertain. Critical estimates in valuing certain acquired assets include, but are not limited to, expected future cash flows including revenue growth rate assumptions from product sales, customer contracts and acquired technologies, expected costs to develop acquired technology into commercially viable products, and estimated cash flows from the projects when completed, including assumptions associated with the technology migration curve. The discount rates used to discount expected future cash flows to present value are typically derived from a weighted -average Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The Company uses a three -tiered As a basis for considering such assumptions, a three -tier Level 1 — Observable inputs that include quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 — Unobservable pricing inputs that are generally less observable from objective sources, such as discounted cash flow models or valuations. The Company’s non -financial Simple Agreements for Future Equity (SAFEs) The Company has issued SAFEs to certain investors. The SAFEs provide for automatic conversion into shares of the Company’s common stock or preferred stock upon the occurrence of certain events. The number of shares issuable upon conversion is dependent upon a number of factors, including the prices at which the Company may sell its equity securities in the future, the Company’s capitalization and the occurrence of certain events. The SAFEs also require cash settlement by the Company in certain circumstances, such as in the event of a liquidation or dissolution of the Company. The Company performs an assessment of the specific terms of the SAFEs under the applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity The Company estimates the fair value of the SAFEs using a probability weighted expected return method (“PWERM”). The PWERM is a scenario -based Fair Value of Common Stock As there was no public market for the Company’s common stock prior to the Closing, the Company determined the fair value of shares of its common stock considering a number of objective and subjective factors, including: third -party -length Valuation of Privately Held Company Equity Securities Issued as Compensation Fair Value of Warrants The Company accounts for warrants to purchase its common stock as either equity -classified -classified Derivatives and Hedging Net Loss Per Share Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two -class -class -class Under the two -class -average Stock-Based Compensation The Company estimates the fair value of stock option awards using the Black -Scholes-Merton -pricing -line as they occur and initially records stock -based -based The Black -Scholes -based • • • -free • • • The expected term represents the period over which the stock -based -free -coupon -based Stock -based -based -based -based Segment Information Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is its Chief Executive Officer, who makes resource allocation decisions and assesses performance based on financial information presented on an aggregate basis. Accordingly, the Company has determined that it operates in a single operating segment and, therefore, one reportable segment. Comprehensive Loss Comprehensive loss includes the Company’s net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. There were no differences between the Company’s net loss and comprehensive loss for the years ended September 30, 2023 and 2022. Income Taxes The Company accounts for income taxes using the asset and liability method whereby deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The effect on deferred tax assets and liabilities of a change in tax laws is recognized in the results of operations in the period the new laws are enacted. The Company establishes a valuation allowance when necessary to reduce the carrying amount of its deferred tax assets when it is more likely than not that the deferred tax assets will not be realized. In evaluating the Company’s ability to realize deferred tax assets, the Company considers all available positive and negative evidence, including historical operating results, ongoing tax planning, and forecasts of future taxable income on a jurisdiction -by-jurisdiction The Company recognizes liabilities for uncertain tax positions based on a two -step Revenue Recognition The Company accounts for revenue from contracts with customers in accordance with ASC Topic 606, Revenue from Contracts with Customers The Company generally offers a limited warranty to customers covering a period of twelve months which obligates the Company to repair or replace defective products. The warranty is not sold separately and does not represent a separate performance obligation. Therefore, the Company accounts for such warranties under ASC Topic 460, Guarantees The Company has agreements with certain distributors which include certain rights of return and pricing programs, including stock rotation and price protection which could affect the transaction price. Sales returns, stock rotation and price protection have historically been insignificant. The Company includes shipping and handling fees billed to customers as part of net sales. The Company includes shipping and handling costs associated with outbound freight in cost of revenue. There were no material contract assets or contract liabilities recorded on the balance sheet in any of the periods presented. All incremental customer contract acquisition costs are expensed as incurred as the amortization period of the asset that the Company otherwise would have recognized is one year or less in duration. In October 2021, the Company entered into a license agreement with a customer, wherein the Company granted the customer a perpetual, non -exclusive Cost of Revenue Cost of revenue includes costs of materials, contract manufacturing services, including costs associated with the assembly, testing, packaging and shipping of products, inbound freight, amortization of acquired developed technology, inventory obsolescence charges and other product -related -based -related Advertising Expense Advertising costs include spending for items such as marketing and promotional items, trade shows, sponsorships, and other programs. The Company expenses advertising costs as incurred. Advertising expenses were $175 and $281 for the years ended September 30, 2023 and 2022, respectively. Research and Development Expense Research and development expenses consist of costs incurred to perform product design and development activities including employee compensation and benefits (including stock -based -related Selling, General and Administrative Expense Selling, general and administrative expenses consist of employee compensation and benefits (including stock -based -related 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 -public In February 2016, the FASB issued ASU 2016 -02 Leases (Topic 842) -02 -02 -of-use -02 In November 2019, the FASB issued ASU 2019 -12 Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes -12 -12 Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016 -13 Financial Instruments — Credit Losses (Topic 326) -13 -13 In October 2021, the FASB issued ASU 2021 -08 Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers -08 -08 In November 2023, the FASB issued ASU 2023 -07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures -07 -07 -07 -07 In December 2023, the FASB issued ASU 2023 -09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures -09 -09 -09 |
Inventory
Inventory | 3 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Sep. 30, 2023 | |
Inventory [Abstract] | ||
Inventory | Note 6 — Inventory Inventory consists of the following: December 31, September 30, Raw materials $ 370 $ 265 Finished goods 52 54 Total inventory $ 422 $ 319 | Note 3 — Inventory Inventory consists of the following: September 30, 2023 2022 Raw materials $ 265 $ 404 Finished goods 54 166 Total inventory $ 319 $ 570 |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Sep. 30, 2023 | |
Property and Equipment, Net [Absract] | ||
Property and Equipment, net | Note 7 — Property and Equipment, net Property and equipment, net consists of the following: Estimated Useful Life December 31, September 30, Equipment and furniture 5 – 7 $ 929 $ 858 Laboratory equipment 5 601 601 Leasehold improvements Shorter of estimated useful life or remaining lease term 891 850 Construction in progress 584 584 Property and equipment, gross 3,005 2,893 Less: Accumulated depreciation (1,146 ) (1,034 ) Property and equipment, net $ 1,858 $ 1,859 Depreciation expense for the three months ended December 31, 2023 and 2022 was $113 and $113, respectively. | Note 4 — Property and Equipment, net Property and equipment, net consists of the following: Estimated Useful Life September 30, 2023 2022 Equipment and furniture 5 – 7 $ 858 $ 895 Laboratory equipment 5 601 601 Leasehold improvements Shorter of estimated useful life or remaining lease term 850 894 Construction in progress 584 — Property and equipment, gross 2,893 2,390 Less: Accumulated depreciation (1,034 ) (627 ) Property and equipment, net $ 1,859 $ 1,763 Depreciation expense for the years ended September 30, 2023 and 2022 was $449 and $528, respectively. |
Intangible Assets, Net
Intangible Assets, Net | 3 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Sep. 30, 2023 | |
Intangible Assets, Net [Abstract] | ||
Intangible Assets, net | Note 8 — Intangible Assets, net Intangible assets, net consist of the following: Estimated Useful Life (years) December 31, 2023 September 30, 2023 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Developed technology 7 – 10 $ 7,289 $ (2,441 ) $ 4,848 $ 7,289 $ (2,238 ) $ 5,051 Customer relationships 10 – 15 6,400 (85 ) 6,315 300 (64 ) 236 Trade names 2 100 (2 ) 98 — — — Backlog 1 300 (11 ) 289 — — — $ 14,089 $ (2,539 ) $ 11,550 $ 7,589 $ (2,302 ) $ 5,287 The Company recorded amortization expense related to intangible assets of $237 and $211 during the three months ended December 31, 2023 and 2022, respectively. The weighted -average 6.1 14.7 2.0 1.0 Estimated future amortization expense for intangible assets by fiscal year as of December 31, 2023 is as follows: Years ending September 30, 2024 (remaining nine months) $ 1,198 2025 1,361 2026 1,257 2027 1,247 2028 1,213 Thereafter 5,274 Total $ 11,550 | Note 5 — Intangible Assets, net Intangible assets, net consist of the following: Estimated September 30, 2023 September 30, 2022 Gross Accumulated Net Gross Accumulated Net Developed technology 7 – 10 $ 7,289 $ (2,238 ) $ 5,051 $ 7,289 (1,428 ) $ 5,861 Customer relationships 10 300 (64 ) 236 300 (33 ) 267 The Company recorded amortization expense related to intangible assets of $841 and $840 during the years ended September 30, 2023 and 2022, respectively. The weighted -average 6.4 7.9 Estimated future amortization expense for intangible assets by fiscal year as of September 30, 2023 is as follows: Years ending September 30, 2024 $ 840 2025 840 2026 840 2027 840 2028 806 Thereafter 1,121 Total $ 5,287 |
Goodwill
Goodwill | 3 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Sep. 30, 2023 | |
Goodwill [Abstract] | ||
Goodwill | Note 9 — Goodwill The following table summarizes changes in the carrying amount of goodwill during the three months ended December 31, 2023. There were no changes in the carrying amount of goodwill during the three months ended December 31, 2022. Balance at September 30, 2023 $ 5,217 Acquisition of EMI 5,542 Balance at December 31, 2023 $ 10,759 | Note 6 — Goodwill As of September 30, 2023 and 2022, the total carrying amount of goodwill was $5,217. The Company performed its annual goodwill assessment as of July 31, 2023 and 2022. The Company assessed all relevant qualitative factors to determine whether it was more likely than not that the fair value of the reporting unit was less than its carrying amount. Based on this assessment, the Company concluded that it was more likely than not that the fair value of the reporting unit was greater than its carrying amount, and that a quantitative goodwill impairment test was not necessary. The Company recorded no impairment charges on goodwill for the years ended September 30, 2023 and 2022. There were no changes in the carrying amount of goodwill during the years ended September 30, 2023 and 2022. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Sep. 30, 2023 | |
Accrued Expenses and Other Current Liabilities [Abstract] | ||
Accrued Expenses and Other Current Liabilities | Note 10 — Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following: December 31, September 30, Accrued compensation and benefits $ 2,778 $ 2,841 Liability for issuance of warrants 633 — Accrued professional fees 1,008 273 Accrued interest 333 304 Deferred revenue 91 138 Unpaid Merger-related transaction costs 2,238 — Other 1,464 963 Total accrued expenses and other current liabilities $ 8,545 $ 4,519 | Note 7 — Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following: September 30, 2023 2022 Accrued compensation and benefits $ 2,841 $ 613 Deferred rent — 634 Accrued professional fees 273 494 Accrued interest 304 59 Deferred revenue 138 35 Other 963 918 Total accrued expenses and other current liabilities $ 4,519 $ 2,753 |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Sep. 30, 2023 | |
Net Loss Per Share [Abstract] | ||
Net Loss Per Share | Note 18 — Net Income (Loss) Per Share The Company computes net income (loss) per share of Class A and Class B Common Stock using the two -class -average -average -class -converted weighted -average -dilutive Three months ended December 31, 2023 2022 Class A Class B Common Stock Basic net income (loss) per share: Numerator: Allocation of net income (loss) $ 834 $ 101 $ (9,390 ) Denominator: Weighted-average shares outstanding 18,617,656 2,254,901 12,379,480 Basic net income (loss) per share $ 0.04 $ 0.04 $ (0.76 ) Diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 834 $ 101 $ (9,390 ) Reallocation of net income as a result of conversion of Class B to Class A Common Stock 101 — — Reallocation of net income — (11 ) — Allocation of net income (loss) 935 90 (9,390 ) Denominator: Number of shares used in basic earnings per share calculation 18,617,656 2,254,901 12,379,480 Conversion of Class B to Class A Common Stock 2,254,901 — — Dilutive effect of stock options, warrants and RSUs 2,443,514 — — Number of shares used in per share computation 23,316,071 2,254,901 12,379,480 Diluted net income (loss) per share $ 0.04 $ 0.04 $ (0.76 ) For the purposes of applying the if converted method or treasury stock method for calculating diluted earnings per share, the Public Warrants, Private Placement Warrants, the Make -Whole -dilution Three months ended December 31, 2023 2022 Public Warrants and Private Warrants 9,000,000 — Make-whole shares 1,052,030 — Earnout shares 3,500,000 — RSUs — 10,984,241 Stock options 1,690,476 6,400,758 Convertible preferred stock (on an as-converted basis) — 2,254,901 Common stock warrants — 400,000 Convertible notes — 131,072 15,242,506 20,170,972 | Note 8 — Net Loss Per Share For periods in which the Company reports a net loss, diluted net loss per common share is the same as basic net loss per common share, because all potentially dilutive securities are anti -dilutive Year ended September 30, 2023 2022 Numerator: Net loss $ (39,621 ) $ (23,867 ) Denominator: Weighted-average common shares outstanding – basic and diluted 14,612,600 10,620,614 Net loss per common share – basic and diluted $ (2.71 ) $ (2.25 ) The following table shows potentially dilutive securities not included in the computation of the Company’s net loss per common share: Year ended September 30, 2023 2022 Restricted stock units 209,494 10,984,241 Stock options 5,905,684 5,754,052 Convertible preferred stock (on an as-converted basis) 2,254,901 2,254,901 Common stock warrants 700,388 200,000 Convertible notes — 129,482 9,070,467 19,322,676 |
Debt
Debt | 3 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Sep. 30, 2023 | |
Debt [Abstract] | ||
Debt | Note 11 — Debt Debt consists of the following: December 31, September 30, Notes payable $ 1,503 $ 1,286 7% promissory notes – related parties 3,349 3,349 Notes payable – related parties 100 444 SAFEs — 1,512 Total debt 4,952 6,591 Less: Amounts classified as current (4,952 ) (6,591 ) Noncurrent portion $ — $ — Notes Payable During the three months ended December 31, 2023, the Company entered into two promissory notes payable having an aggregate principal amount of $250 with unrelated investors to meet its working capital needs. The notes bear interest at rates ranging from 6% to 76% per annum. One note having an original principal amount of $150 matures in November 2024, requires weekly principal payments of $4 and is guaranteed by an officer and director of the Company. The other note, having a principal amount of $100, is unsecured, matured in January 2024 and was repaid by the Company in February 2024. In connection with the issuance of one of the notes, the Company issued the purchaser a warrant to purchase an aggregate of 47,020 shares of its common stock at $0.01. The warrant has a contractual term of twelve months and is immediately exercisable. The Company evaluated the warrant and determined that it met all the requirements for equity classification under ASC 815. The Company accounted for the warrant as a detachable warrant at its fair value, using the relative fair value method. The portion of the proceeds allocated to the warrant of $79 was recorded as an increase to additional paid -in -Scholes -free twelve One outstanding note, issued in September 2023 and having a principal amount of $531, provides that in the event the Company fails to pay the principal amount by its October 5, 2023 maturity date, the Company must issue the purchaser as additional consideration a warrant to purchase 28,000 shares of its common stock for the first calendar month, and warrants to purchase an additional 25,000 shares for each successive calendar month, during which the note remains unpaid. The Company did not repay the note by its maturity date and the Company is currently obligated to issue the purchaser warrants to purchase an aggregate of 78,000 shares of its common stock. The warrants are immediately exercisable and have an exercise price of $0.01 per share. In January 2024, the Company repaid this note in full. As of December 31, 2023, promissory notes payable having a remaining principal balance of $1,559 were outstanding and are included in “Notes payable” at a carrying amount of $1,503 (net of unamortized discount of $56) in the condensed consolidated balance sheet. 7% Promissory Notes — Related Parties The Company has two outstanding promissory notes with related parties having an aggregate remaining principal amount of $3,349, which the Company assumed in 2020 as part of an asset acquisition. The promissory notes bear interest at 7% per annum, are unsecured and do not require principal payments prior to the maturity date. The notes had an initial maturity date of August 2022, but were amended in May 2022 to extend their maturity to July 2023. The 7% promissory notes are included in “Notes payable — related parties” in the condensed consolidated balance sheet. Subsequent to December 31, 2023, the Company has not made any principal payments on these notes, and the $3,349 principal remains outstanding. Notes Payable — Related Parties During the three months ended December 31, 2023, the Company repaid one note having a principal balance of $344. As of December 31, 2023, one note having an aggregate principal balance of $100 remained outstanding and is included in “Notes payable — related parties” in the condensed consolidated balance sheet. SAFEs In connection with the Merger, all of the outstanding SAFEs, representing an original purchase amount of $1,000, were converted into 150,953 shares of the Company’s Class A Common Stock and the $1,512 carrying amount of these SAFEs was credited to equity, with no gain or loss recognized. As of December 31, 2023, no SAFEs remain outstanding. The Company remeasures the SAFEs to fair value at each reporting date. For the three months ended December 31, 2023 and 2022, the Company recorded increases in the fair value of the SAFEs of $10 and $50, respectively. The change in fair value of the SAFEs is reported in “Change in fair value of SAFEs” in the condensed consolidated statements of operations and comprehensive income (loss). Convertible Notes During the three months ended December 31, 2023, the Company issued convertible notes having an aggregate principal amount of $200 to unaffiliated investors. The convertible notes matured in February 2024, bore interest at 16% per annum, were unsecured and had a conversion price of $6.84 per share. The principal amount of the convertible notes and any accrued interest thereon was convertible into shares of the Company’s common stock, at the election of each holder, at any time prior to maturity. In connection with the issuance of the convertible notes, the Company issued the investors warrants to purchase an aggregate of 4,000 shares of Legacy Mobix common stock at an exercise price of $0.01 per share. The warrants are immediately exercisable and have a one -year | Note 9 — Debt Debt consists of the following: September 30, 2023 2022 Notes payable $ 1,286 $ — 7% promissory notes – related parties 3,349 3,349 Notes payable – related parties 444 344 SAFEs 1,512 1,983 Convertible notes — 625 Total debt 6,591 6,301 Less: Amounts classified as current (6,591 ) (5,676 ) Noncurrent portion $ — $ 625 Notes Payable During the year ended September 30, 2023, the Company entered into eight promissory notes payable having an aggregate principal amount of $2,156 with unrelated investors to meet its working capital needs. Four notes bear interest at rates ranging from 6.0% to 8.0% per annum, while the remaining notes bear no interest. The notes mature at various dates from January 2023 to March 2024, are unsecured and do not require any principal payments prior to maturity. In connection with the issuance of each of the notes, the Company issued the purchasers warrants to purchase an aggregate of 239,464 one twelve -in -Scholes -free one twelve Two of the notes, having an aggregate principal amount of $825, also provide that in the event the Company fails to pay the principal amount on the respective maturity dates, the Company must issue the purchasers as additional consideration warrants to purchase additional shares of its common stock for each seven -day -Scholes -free Another of the notes, having an aggregate principal amount of $531, also provides that in the event the Company fails to pay the principal amount by its October 5, 2023 maturity date, the Company must issue the purchaser as additional consideration a warrant to purchase 28,000 obligated to issue the purchaser warrants to purchase an aggregate of 78,000 As of September 30, 2023, promissory notes payable having a remaining principal balance of $1,331 were outstanding and are included in “Notes payable” at a carrying amount of $1,286 (net of unamortized discount of $45) in the balance sheet. 7% Promissory Notes — Related Parties The Company has two outstanding promissory notes with related parties having an aggregate remaining principal amount of $3,349, which the Company assumed in 2020 as part of an asset acquisition. The promissory notes bear interest at 7% per annum, are unsecured and do not require principal payments prior to the maturity date. The notes had an initial maturity date of August 2022, but were amended in May 2022 to extend their maturity to July 2023. The Company made principal payments of $0 and $332 on these notes during the years ended September 30, 2023 and 2022. The 7% promissory notes are included in “Notes payable — related parties” in the balance sheets. Subsequent to September 30, 2023, the Company has not made any principal payments on these notes, and the $3,349 principal remains outstanding. Notes Payable — Related Parties During the year ended September 30, 2022, the Company entered into six short -term During the year ended September 30, 2023, the Company issued and repaid a promissory note having a principal amount of $100 to an officer and director of the Company. Also during the year ended September 30, 2023, the Company issued and repaid five promissory notes, each having a principal amount of $106, to an employee. The Company also issued a promissory note having a principal amount of $100 to a director of the Company. The note matured on August 22, 2023 and remains outstanding. The note does not bear interest and is unsecured. In connection with the note, the Company issued the purchaser a warrant to purchase 2,924 -year -in -Scholes -free twelve As of September 30, 2023, two notes having an aggregate principal balance of $444 remain outstanding and are included in “Notes payable — related parties” in the balance sheet. SAFEs During the year ended September 30, 2022, the Company entered into simple agreements for future equity with certain investors in exchange for cash proceeds of $1,900. Certain SAFEs, representing a purchase amount of $900, are automatically convertible into shares of the Company’s common stock upon the occurrence of the Company’s next equity financing of not less than $5,000. These SAFEs are convertible at prices per share equal to discounts of 20% to 25% from the lowest per share purchase price of the Company’s equity securities in the financing. In the event of a dissolution prior to conversion, the Company must pay the holder of these SAFEs an amount equal to the purchase amount. In this case, the rights of the SAFE holders are senior to the Company’s capital stock and pari passu with any convertible debt of the Company. The remainder of the SAFEs, representing a purchase amount of $1,000, are automatically convertible into shares of the Company’s preferred stock upon the occurrence of the Company’s next round of preferred stock financing. The conversion price of the preferred stock to be issued in exchange for the SAFEs would be equal to the greater of (i) the lowest price per share for preferred stock sold to investors in the initial closing of the equity financing, or (ii) the number of shares equal to the value of the SAFE, subject to a post money valuation cap of $175,000. If there is a liquidity event, including a change in control, a direct listing or an initial public offering, these SAFEs will be entitled to receive a portion of the proceeds equal to the greater of (i) the purchase amount or (ii) the amount payable on the number of shares of common stock equal to the purchase amount divided by the quotient obtained by dividing $175,000 by the Company’s total capitalization, including all shares and convertible securities (on an as -converted -out In each case, the SAFEs do not bear interest and have no maturity date. Holders of the SAFEs have no voting rights. The Company initially recorded the SAFEs at their fair value of $1,900 and remeasures the SAFEs to fair value at each reporting date. For the years ended September 30, 2023 and 2022, the Company recorded increases in the fair value of the SAFEs of $655 and $83, respectively. The change in fair value of the SAFEs is reported in “Change in fair value of SAFEs” in the statements of operations and comprehensive loss. As of September 30, 2022, none of the SAFEs had been converted into shares of the Company’s common stock or preferred stock. During the year ended September 30, 2023, SAFEs having an original purchase amount of $900 were converted into 170,835 Convertible Notes During the year ended September 30, 2022, the Company issued an aggregate principal amount of $925 of convertible notes to several unaffiliated investors. The convertible notes mature five years from the date of issuance, bear interest at 5% per annum and are unsecured. The principal amount of each convertible note and any accrued interest thereon may be converted into the Company’s common stock, at prices of $5.02 to $6.84 per share, at the election of the holder at any time prior to maturity. The notes are mandatorily convertible into common stock in the event the Company consummates a private placement for an aggregate offering amount of at least $20,000 or upon the change in control of the Company. The Company determined that the convertible notes do not contain any embedded derivatives. During the year ended September 30, 2023, the Company issued a convertible note having a principal amount of $250 to an unaffiliated investor. The convertible note matures one year from the date of issuance, bears interest at 9% per annum and is unsecured. The principal amount of the convertible note and any accrued interest thereon may be converted into common stock, at a price of $5.00 per share, at the election of the holder at any time prior to maturity. The convertible note is mandatorily convertible into common stock immediately prior to the closing of a business combination (as defined in the note) including the proposed merger with Chavant. The convertible note is also mandatorily convertible into common stock in the event the Company consummates a private placement, in a single transaction or series of related transactions, for an aggregate offering amount of at least $5,000. During the year ended September 30, 2022, the holder of one convertible note elected to convert the note having a $300 principal amount, together with accrued interest thereon, into 45,548 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Sep. 30, 2023 | |
Fair Value Measurements [Abstract] | ||
Fair Value Measurements | Note 12 — Fair Value Measurements The carrying amounts of the Company’s cash, accounts receivable and accounts payable approximate their fair value due to the short -term Fair Value Hierarchy Liabilities measured at fair value on a recurring basis as of December 31, 2023 are as follows: Level 1 Level 2 Level 3 Total Earnout liability $ — $ — $ 8,795 $ 8,795 PIPE make-whole liability — — 4,975 4,975 Private Warrants and other warrants — — 843 843 Total $ — $ — $ 14,613 $ 14,613 The Company classifies the earnout liability, the PIPE make -whole Earnout PIPE Make-Whole Private SAFEs Three months ended December 31, 2023: Balance, September 30, 2023 $ — $ — $ — $ 1,512 Liabilities recognized 33,559 2,071 783 — Conversion to Class A Common Stock in the Merger — — — (1,522 ) Change in fair value included in net income (loss) (24,764 ) 2,904 60 10 Balance, December 31, 2023 $ 8,795 $ 4,975 $ 843 $ — SAFEs Three months ended December 31, 2022: Balance, September 30, 2022 $ 1,983 Issuance of SAFEs — Change in fair value included in net income (loss) 50 Balance, December 31, 2022 $ 2,033 Earnout Liability The Company estimates the fair value of the earn -out -free December 21, 2023 (Closing) December 31, 2023 Stock price $ 10.66 $ 4.02 Expected volatility 50 % 50 % Risk-free rate 3.9 % 3.9 % Contractual term 8 years 8 years PIPE Make-Whole Liability The Company uses a Monte Carlo simulation model that utilizes significant assumptions, including volatility, expected term and risk -free -whole -whole December 21, 2023 (Closing) December 31, 2023 Stock price $ 10.17 $ 6.18 Expected volatility 49 % 49 % Risk-free rate 5.4 % 5.4 % Contractual term 4 months 4 months | Note 10 — Fair Value Measurements The Company’s financial instruments consist mainly of cash, accounts receivable, accounts payable and debt. The carrying amounts of the Company’s cash, accounts receivable and accounts payable approximate their fair value due to the short -term The Company believes the carrying value of the notes payable, the 7% promissory notes — related parties and the notes payable — related parties — each of which mature within one year — approximates fair value due to the short duration of these notes. The Company estimated the fair value of its convertible notes based on a discounted cash flow approach using market interest rates of instruments with similar terms and maturities and an estimate for the Company’s standalone credit risk. The Company classifies its convertible notes as Level 3 financial instruments due to the judgment required to develop assumptions of the Company’s standalone credit risk and the significance of those assumptions to the fair value measurement. The aggregate carrying value of debt approximates its fair value as of September 30, 2023 and 2022. During the years ended September 30, 2023 and 2022, the Company measured the SAFEs at fair value on a recurring basis. The Company classified 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 classified as Level 1 or Level 2 and measured at fair value on a recurring basis during the years ended September 30, 2023 and 2022, and no financial instruments were transferred into or out of Level 3. The following table provides a reconciliation of the balance of financial instruments measured at fair value on a recurring basis using Level 3 inputs: Year ended September 30, 2023 2022 Balance, beginning of period $ 1,983 $ — Issuance of SAFEs — 1,900 Change in fair value of SAFEs included in net loss 655 83 Conversion of SAFEs to common stock (1,126 ) — Balance, end of period $ 1,512 $ 1,983 |
Leases
Leases | 3 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Sep. 30, 2023 | |
Leases [Abstract] | ||
Leases | Note 13 — Leases The Company has entered into operating leases for office space. The leases have remaining terms ranging from six months to 3.7 years and expire at various dates through August 2027. The leases do not contain residual value guarantees or restrictive covenants. The lease covering the Company’s 19,436 square foot headquarters in Irvine, California provides the Company an option to extend the lease for one additional five -year Three months ended December 31, 2023 2022 Operating lease cost $ 100 $ 101 Short-term lease cost 2 80 Total lease cost $ 102 $ 181 Cash paid for amounts included in the measurement of operating lease liabilities for the three months ended December 31, 2023 and 2022 was $136 and $132, respectively. As of December 31, 2023, the weighted -average -average -of-use The following table reconciles the undiscounted cash flows to the operating lease liabilities recorded on the condensed consolidated balance sheet as of December 31, 2023: Years ending September 30, 2024 (remaining nine months) $ 401 2025 526 2026 545 2027 515 Total minimum lease payments 1,987 Less: imputed interest (466 ) Present value of future minimum lease payments 1,521 Less: current obligations under leases (325 ) Long-term lease obligations $ 1,196 | Note 11 — Leases The Company has entered into operating leases for office space. The leases have remaining terms ranging from nine months to 3.9 years and expire at various dates through August 2027. The leases do not contain residual value guarantees or restrictive covenants. The lease covering the Company’s 19,436 square foot headquarters in Irvine, California provides the Company an option to extend the lease for one additional five -year ASC 842 Adoption The Company adopted ASC 842 using the modified retrospective method on October 1, 2022. The Company determines if an arrangement is a lease at its inception. ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The Company uses its estimated incremental borrowing rate in determining the present value of lease payments considering the term of the lease, which is derived from information available at the lease commencement date. The lease term includes renewal options when it is reasonably certain that the option will be exercised and excludes termination options. To the extent that the Company’s agreements have variable lease payments, the Company includes variable lease payments that depend on an index or a rate and excludes those that depend on facts or circumstances occurring after the commencement date, other than the passage of time. The Company’s office leases require the payment of common area maintenance charges, which are non -lease -line The Company has elected the package of practical expedients permitted under the transition guidance, which does not require reassessment of prior conclusions related to contracts containing a lease, lease classification and initial direct lease costs. As an accounting policy election, the Company also excluded short -term -lease Effective October 1, 2022, the Company recorded the impact on its balance sheet from the recognition of ROU assets and lease liabilities of $1,169 and $1,862, respectively. Liabilities for unamortized tenant improvement allowances and deferred rent totaling $693, previously recognized on the Company’s balance sheet as of September 30, 2022, reduced the amount recognized as an ROU asset. The following lease costs are included in the statement of operations and comprehensive loss for the year ended September 30, 2023: Year ended Operating lease cost $ 396 Short-term lease cost 266 Total lease cost $ 662 Cash paid for amounts included in the measurement of operating lease liabilities for the year ended September 30, 2023 was $530. As of September 30, 2023, the weighted -average -average The following table reconciles the undiscounted cash flows to the operating lease liabilities recorded on the balance sheet as of September 30, 2023: Years ending September 30, 2024 $ 537 2025 526 2026 545 2027 516 Total minimum lease payments 2,124 Less: imputed interest (526 ) Present value of future minimum lease payments 1,598 Less: current obligations under leases (318 ) Long-term lease obligations $ 1,280 Supplemental Information for Comparative Periods Lease cost for the year ended September 30, 2022 was $565. As of September 30, 2022 (prior to the adoption of ASC 842) minimum lease payments under operating leases with non -cancelable Years ending September 30, 2023 $ 530 2024 537 2025 526 2026 545 2027 515 Total $ 2,653 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Sep. 30, 2023 | |
Commitments and Contingencies [Abstract] | ||
Commitments and Contingencies | Note 14 — Commitments and Contingencies Noncancelable Purchase Commitments The Company has unconditional purchase commitments for services which extend to various dates through September 2024. Future minimum payments under these unconditional purchase commitments as of December 31, 2023 totaled $984. Loss Contingency In fiscal year 2021, the Company recognized a liability for a contingent loss related to a business acquisition. The Company estimated the amount of the liability at $8,434, which was accrued in the condensed consolidated balance sheet as of September 30, 2022. In January 2023, the Company issued 1,233,108 shares of its common stock in settlement of this liability. 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 material legal proceedings, nor is the Company aware of any other pending or threatened litigation that the Company believes would have a material adverse effect on the Company’s 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 incurred in connection with its service, breach of representations or covenants, intellectual property infringement or other claims made against such parties. These provisions may limit the time within which an indemnification claim can be made. The Company has not in the past incurred significant expense defending against third party claims, nor has it incurred significant expense under its standard service warranties or arrangements with its customers, suppliers and vendors. Accordingly, the Company has not recognized any liabilities for these indemnification provisions as of December 31, 2023 or September 30, 2023. | Note 12 — Commitments and Contingencies Noncancelable Purchase Commitments The Company has unconditional purchase commitments for services which extend to various dates through September 30, 2024. Future minimum payments under these unconditional purchase commitments as of September 30, 2023 totaled $1,353. Loss Contingency In fiscal year 2021, the Company recognized a liability for a contingent loss related to a business acquisition. The Company estimated the amount of the liability at $8,434, which is included in “Loss contingency” in the balance sheet as of September 30, 2022. In January 2023, the Company issued 1,233,108 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 material legal proceedings, nor is the Company aware of any other pending or threatened litigation that the Company believes would have a material adverse effect on the Company’s 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 incurred in connection with its service, breach of representations or covenants, intellectual property infringement or other claims made against such parties. These provisions may limit the time within which an indemnification claim can be made. The Company has not in the past incurred significant expense defending against third party claims, nor has it incurred significant expense under its standard service warranties or arrangements with its customers, suppliers and vendors. Accordingly, the Company has not recognized any liabilities for these indemnification provisions as of September 30, 2023 and 2022. |
Income Taxes
Income Taxes | 3 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Sep. 30, 2023 | |
Income Taxes [Abstract] | ||
Income Taxes | Note 15 — Income Taxes The Company recorded a provision (benefit) for income taxes of $(1,280) and $31 for the three months ended December 31, 2023 and 2022, respectively. The provision (benefit) for income taxes for the three months ended December 31, 2023 and 2022 was calculated using the discrete year -to-date -by-jurisdiction | Note 13 — Income Taxes Substantially all of the Company’s pretax income was generated in the United States. The provision for income taxes consists of the following: Year ended September 30, 2023 2022 Current Federal $ — $ — State 1 1 Total current 1 1 Deferred Federal 66 (274 ) State — — Total deferred 66 (274 ) Provision (benefit) for income taxes $ 67 $ (273 ) The provision for income taxes differs from the amount computed by applying the U.S. federal statutory rate of 21% to the Company’s loss before income taxes as follows: Year ended September 30, 2023 2022 Income tax benefit computed at the U.S. federal statutory rate $ (8,306 ) $ (5,070 ) State and local income tax benefits, net of federal benefit (1,498 ) (481 ) Change in valuation allowance 7,936 4,856 Non-deductible transaction costs 635 351 Fair value of warrants issued to lenders 470 — Research and development credits 58 (58 ) State tax rate change (22 ) (148 ) Other 794 277 Provision (benefit) for income taxes $ 67 $ (273 ) Deferred tax liabilities, net consist of the following: September 30, 2023 2022 Deferred tax assets: Net operating losses $ 8,268 $ 4,953 Section 174 capitalized costs 2,832 1,548 Stock-based compensation 3,632 620 Research and development credits — 398 Lease liabilities 376 — Interest limitation — 134 Accrued liabilities 581 135 Other 137 24 Total gross deferred tax assets 15,826 7,812 Valuation allowance (14,287 ) (6,351 ) Net deferred tax assets 1,539 1,461 Deferred tax liabilities: Intangible asset amortization (1,245 ) (1,399 ) Fixed asset depreciation (137 ) (44 ) Operating lease ROU assets (243 ) — Other — (38 ) Total gross deferred tax liabilities (1,625 ) (1,481 ) Deferred tax liabilities, net $ (86 ) $ (20 ) During the years ended September 30, 2023 and 2022, the Company increased the valuation allowance by $7,936 and $4,856, respectively, which primarily related to increases in net deferred tax assets from current year activity that the Company expects will not be realized in the future. As of September 30, 2023, the Company has accumulated federal and state net operating losses (“NOLs”) of $29,979 and $31,574, respectively. The federal NOLs may be carried forward indefinitely and the state NOLs begin to expire in 2035. The Company’s ability to carry forward its NOLs and research credits may be subject to significant limitations under Section 382 of the Internal Revenue Code of 1986, as amended (“Section 382”). The federal net operating losses have an indefinite carryforward period but are available to offset only 80% of future taxable income. The Company’s ability to use its federal NOL carryforwards may be further limited if it experiences an “ownership change” as defined in Section 382. The Company has unrecognized tax benefits of $2,080 as of September 30, 2023 and 2022. There were no changes in the Company’s unrecognized tax benefits during the fiscal years ended September 30, 2023 and 2022. The Company records interest and penalties related to unrecognized tax benefits in the provision (benefit) for income taxes in the statements of operations and comprehensive loss. As of September 30, 2023 and 2022, no accrued interest or penalties are recorded on the balance sheets, and the Company has not recorded any related expenses. The Company does not expect a significant change in its uncertain tax positions within the next twelve months. The Company files U.S. federal and California state income tax returns. The Company has historically filed returns on a calendar year basis and has changed its tax year to match its fiscal year. As of September 30, 2023, the U.S. federal and state tax returns are open to examination for calendar years 2020 through 2022. The Tax Cuts and Jobs Act (“TCJA”) requires that, starting in 2022, taxpayers capitalize expenditures that qualify as Section 174 costs and recover them over five years for domestic expenditures, and fifteen years for expenditures attributed for foreign research. As of September 30, 2023, the Company has capitalized $13,486 of costs under this provision. In 2020, the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act was enacted. The CARES Act has not had any significant impact on the Company’s provision (benefit) for income taxes for any of the periods presented. |
Equity
Equity | 3 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Sep. 30, 2023 | |
Equity [Abstract] | ||
Equity | Note 16 — 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. 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 ratably any dividends or distributions as may be declared from time to time by the board of directors. Each class of common stock is subordinate to the Company’s preferred stock with respect to rights upon liquidation of the Company. Neither class of common stock is redeemable at the option of the holders. The holders of Class A and Class B common stock are entitled to vote together as a single class, with each holder of outstanding shares of Class A Common Stock entitled to one vote for each share of Class A Common Stock and each holder of outstanding shares of Class B Common Stock entitled to ten votes for each share of Class B Common Stock. Holders of shares of Class B Common Stock may elect at any time to convert each outstanding share of Class B Common Stock into one share of Class A Common Stock. Shares of Class B Common Stock are also subject to automatic conversion into shares of Class A Common Stock upon the occurrence of certain events or, if not previously converted, upon the seventh anniversary of the Closing. During the three months ended December 31, 2023, Legacy Mobix sold 482,171 shares of its common stock at various dates in private placements for net proceeds of $3,286. In connection with the issuance of these shares, Legacy Mobix also granted one investor a warrant to purchase 27,413 shares of common stock at a price of $0.01 per share. The warrant is immediately exercisable and has a term of one year. The Company determined the warrant to be a freestanding equity instrument with no subsequent remeasurement. The Company determined the amount recognized within additional paid -in During the three months ended December 31, 2022, the Company sold 773,889 shares of its common stock at various dates in private placements for net proceeds of $5,295. As of December 31, 2023, the number of shares of Class A Common Stock available for issuance under the Company’s amended and restated articles of incorporation were as follows: Authorized number of shares of Class A Common Stock 285,000,000 Class A Common Stock outstanding 23,544,492 Reserve for conversion of Class B Common Stock 2,254,901 Reserve for exercise of the Public Warrants and Private Warrants 9,000,000 Reserve for exercise of other common stock warrants outstanding or issuable 3,295,020 Shares issuable under PIPE make-whole provision 1,052,030 Reserve for earnout shares 3,500,000 Stock options and RSUs outstanding 9,513,647 Awards available for grant under 2023 Equity Incentive Plan 2,290,183 Awards available for grant under 2023 Employee Stock Purchase Plan 858,935 Common stock available for issuance 229,690,792 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 Company’s 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 Company’s 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 December 31, 2023, the board of directors had not designated any such series of preferred stock and the Company had not issued any shares of preferred stock. As of December 31, 2023 no shares of preferred stock were outstanding. The Company has never declared or paid any dividends on any class of its equity securities, and does not expect to do so in the near future. | Note 14 — Equity Common Stock The Company is authorized to issue 57,400,000 During the year ended September 30, 2023, the Company sold 1,958,312 -standing -in During the year ended September 30, 2022, the Company sold 1,460,644 The Company typically sells shares of its common stock to investors pursuant to a subscription agreement. In some cases, shares of common stock are issued before the cash investment is received. In such cases, the Company recognizes a receivable for issuance of common stock in the balance sheets. As of September 30, 2023 and 2022, the Company had receivables of $0 As of September 30, 2023, the number of shares of common stock available for issuance under the Company’s amended and restated articles of incorporation were as follows: Authorized number of shares of common stock 57,400,000 Common stock outstanding 16,692,175 Reserve for conversion of Founders Redeemable Convertible Preferred Stock 600,000 Reserve for conversion of Series A Redeemable Convertible Preferred Stock 2,000,000 Reserve for exercise of common stock warrants 700,388 Stock options and RSUs outstanding under equity incentive plans 6,115,178 Awards available for grant under equity incentive plans 12,068,156 Common stock available for issuance 19,224,103 Redeemable Convertible Preferred Stock The Company is authorized to issue an aggregate of 2,600,000 Significant rights and preferences of the redeemable convertible preferred stock are as follows: Dividends Liquidation rights Conversion -for-one Each share of Series A Redeemable Convertible Preferred Stock shall automatically be converted into shares of common stock at the then effective conversion rate upon (i) the closing of the sale of the Company’s common stock in an underwritten public offering registered under the Securities Act of 1933 other than a registration relating solely to a transaction under Rule 145 under such Act; (ii) election by a majority of the then -outstanding Voting Redemption Redeemable Convertible Preferred Stock have not been accreted to their redemption values as these events are not considered probable of occurring. Subsequent adjustments of the carrying values to redemption values will be made only if and when it becomes probable the preferred shares will become redeemable. The numbers of shares of the Company’s redeemable convertible preferred stock outstanding and the related conversion prices and liquidation preferences as of September 30, 2023 are as follows: Shares Shares Issuance Per Share Aggregate Carrying Founders Redeemable Convertible Preferred Stock 600,000 588,235 $ 0.00001 $ 0.00001 $ — $ — Series A Redeemable Convertible Preferred Stock 2,000,000 1,666,666 $ 1.38 $ 1.38 2,300 2,300 Total 2,600,000 2,254,901 $ 2,300 $ 2,300 Warrants In September 2022, the Company issued a warrant to purchase 200,000 -standing -in -Scholes no -free In October and December 2022, the Company issued warrants to purchase an aggregate of 300,000 -service In December 2022, the Company issued a warrant to purchase 400,000 -Scholes no -free In May 2023, the Company issued a service provider a warrant to purchase 500,000 -year -Scholes no -free two In September 2023, the Company issued a service provider a warrant to purchase 50,000 -year -Scholes ; no expected dividend yield; risk -free As of September 30, 2023, warrants to purchase an aggregate of 700,388 |
Equity Incentive Plans
Equity Incentive Plans | 3 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Sep. 30, 2023 | |
Equity Incentive Plans [Abstract] | ||
Equity Incentive Plans | Note 17 — Equity Incentive Plans In connection with the Merger, the Company adopted of 2023 Equity Incentive Plan, which provides for the issuance of stock options, restricted stock awards, RSUs and other stock -based 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. Under the 2023 Employee Stock Purchase Plan, eligible employees may elect to enroll in the plan, designate a portion of eligible compensation to be withheld by the Company during an offering period, and purchase shares of the Company’s Class A Common Stock at the end of such offering period. The price of the shares purchased shall not be less than 85% of the fair market value of a share on the enrollment date or on the purchase date, whichever is lower. The Company has reserved 858,935 shares of its Class A Common Stock for issuance under the terms of the 2023 Employee Stock Purchase Plan. As of December 31, 2023, the Company had not commenced any offering period nor sold any shares under this plan. Prior to the Merger, Legacy Mobix had three equity incentive plans which provided for the issuance of stock -based Restricted Stock Units In connection with the Merger, all of Legacy Mobix’s RSUs were assumed by the Company and converted into an RSU covering the same number of shares of the Company’s Class A Common Stock. In November 2022, Legacy Mobix and certain of its officers and key employees agreed to enter into amended RSU agreements relating to an aggregate of 10,000,000 RSUs and in March 2023 and May 2023, Legacy Mobix and certain of its officers and key employees agreed to forfeit the 10,000,000 RSUs. The RSUs to these officers and key employees were replaced with a commitment from the Company, contingent upon closing of the Merger, to issue an aggregate of 5,000,000 RSUs (of which 1,000,000 were modified to common stock warrants upon the holder’s termination of employment) over three years, beginning on the first anniversary of the Closing of the Merger. Because the vesting of these awards is subject to both a service condition and a performance condition (completion of the Merger), the Company determined that vesting of the awards was not probable and did not recognize any stock -based Upon Closing, the performance condition was satisfied, and vesting of the awards is subject only to a service condition. As a result, the Company is required to recognize the value of these awards over the requisite service period. During the three months ended December 31, 2023, the Company recognized stock -based -up A summary of activity in the Company’s RSUs for the three months ended December 31, 2023 is as follows: Number of units Weighted-Average Grant Date Fair Value per Unit Outstanding at September 30, 2023 209,494 $ 6.84 Performance-based RSUs 4,000,000 $ 10.58 Vested (104,748 ) $ 6.84 Cancelled — $ — Outstanding at December 31, 2023 4,104,746 $ 10.48 No RSUs vested during the three months years ended December 31, 2022. Unrecognized compensation expense related to RSUs was $33,628 as of December 31, 2023 and is expected to be recognized over a weighted -average 3.9 Stock Options In connection with the Merger, all Legacy Mobix stock options were assumed by the Company and converted into the same number of stock options of the Company, with no change to their exercise prices, vesting conditions or other terms. Stock option activity for the three months ended December 31, 2023 is as follows: Number of Options Weighted-Average Exercise Price per Share Weighted-Average Remaining Contractual Term (years) Outstanding at September 30, 2023 5,905,684 $ 4.28 Granted 32,200 $ 6.84 Exercised (390,440 ) $ 5.80 Expired (138,543 ) $ 5.99 Outstanding at December 31, 2023 5,408,901 $ 4.14 7.4 Exercisable at December 31, 2023 4,055,326 $ 3.29 7.0 The terms of stock option awards permit a “net share settlement” for exercises of stock options, at the Company’s discretion. Stock options exercised during the three months ended December 31, 2023 include options to purchase an aggregate of 390,440 shares which were exercised and settled for 168,235 shares of Class A Common Stock, with no cash proceeds to the Company. Unrecognized stock -based -average 2.3 The weighted -average Three months ended December 31, 2023 2022 Range Range Low High Low High Expected volatility 54.8 % 55.6 % 52.4 % 53.6 % Expected dividend yield 0 % 0 % 0 % 0 % Risk-free interest rate 3.9 % 4.4 % 3.6 % 4.2 % Expected term (years) 4.5 5.3 5.0 5.8 The condensed consolidated statements of operations and comprehensive income (loss) include stock -based Three months ended December 31, 2023 2022 Cost of revenue $ — $ 11 Research and development 501 542 Selling, general and administrative 12,204 3,303 Total stock-based compensation expense $ 12,705 $ 3,856 | Note 15 — Equity Incentive Plans The Company has three stock -based -based Restricted Stock Units The Company granted RSUs under two different RSU agreements (“Agreement I” and “Agreement II”). RSUs granted under Agreement I include two vesting schedules where 50% of the awards vest upon the closing of two acquisitions where the Company acquires at least a majority of the voting power or purchases substantially all of the assets of the target and 50% vest upon the satisfaction of revenue performance conditions. All shares granted under Agreement I vest upon a change in control. Through September 30, 2023, the Company had not recognized any stock -based -based RSUs granted under Agreement II vest at the earlier of (i) a service -based -based -based -based -assessed A summary of activity in the Company’s RSUs for the year ended September 30, 2023 is as follows: Number of Weighted-Average Outstanding at September 30, 2022 10,984,241 $ 6.84 Cancelled (10,774,747 ) $ 6.84 Outstanding at September 30, 2023 209,494 $ 6.84 No RSUs vested during the years ended September 30, 2023 or 2022. Unrecognized compensation expense related to RSUs was $847 as of September 30, 2023 and is expected to be recognized over a weighted -average 1.3 In November 2022, the Company and certain of its officers and key employees agreed to enter into amended RSU agreements relating to an aggregate of 10,000,000 RSUs. Under the amended RSU agreements, one -third -based In March 2023, the Company and certain of its officers and key employees agreed to forfeit the 10,000,000 RSUs in Mobix Labs. The RSUs to these officers and key employees were replaced with a commitment from Mobix Labs and Chavant, contingent upon closing of the merger, to issue 5,000,000 RSUs of Chavant (or its successor) over three years, beginning on the first anniversary of the closing of the merger with Chavant. This modification to the RSUs did not result in stock -based -based Stock Options Stocks options granted under the Company’s stock -based -Statutory Number of Weighted-Average Weighted-Average Outstanding at September 30, 2022 5,754,052 $ 4.16 Granted 780,506 $ 6.84 Forfeited (628,874 ) $ 6.37 Outstanding at September 30, 2023 5,905,684 $ 4.28 7.5 Exercisable at September 30, 2023 4,226,353 $ 3.39 7.1 Unrecognized stock -based -average 2.3 The weighted -average Years ended September 30, 2023 2022 Range Range Low High Low High Expected volatility 52.4 % 54.4 % 50.5 % 50.9 % Expected dividend yield 0 % 0 % 0 % 0 % Risk-free interest rate 3.6 % 4.2 % 1.0 % 3.6 % Expected term (years) 4.6 5.8 4.1 6.1 The statements of operations and comprehensive loss include stock -based Year ended September 30, 2023 2022 Cost of revenues $ 31 $ 14 Research and development 1,842 759 Selling, general and administrative 13,603 2,517 Total stock-based compensation expense $ 15,476 $ 3,290 |
Concentrations
Concentrations | 3 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Sep. 30, 2023 | |
Concentrations [Abstract] | ||
Concentrations | Note 19 — Concentrations For the three months ended December 31, 2023, two customers accounted for 67% of the Company’s revenues. For the three months ended December 31, 2022, one customer accounted for 86% of the Company’s revenues. No other customer accounted for more than 10% of revenues in the respective periods. As of December 31, 2023, one customer had a balance due that represented 17% of the Company’s total accounts receivable. As of September 30, 2023, two customers had balances due that represented 97% of the Company’s total accounts receivable. | Note 16 — Concentrations Concentration of Credit Risk The Company maintains its cash in accounts with major financial institutions within the United States, generally in the form of demand deposits. Deposits in these institutions may exceed federally insured limits. The Company places its cash with high credit quality financial institutions and has not experienced any losses on its deposits of cash. Significant Customers For the year ended September 30, 2023, two customers accounted for 93% of the Company’s revenues. For the year ended September 30, 2022, two customers accounted for 86% of the Company’s revenues. As of September 30, 2023, two customers had balances due that represented 97% of the Company’s total accounts receivable. As of September 30, 2022, two customers had balances due that represented 76% of the Company’s total accounts receivable. |
Geographical Information
Geographical Information | 3 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Sep. 30, 2023 | |
Geographical Information [Abstract] | ||
Geographical Information | Note 20 — Geographical Information Revenues by Geographic Region The Company’s revenues by geographic region, based on ship -to Three months ended 2023 2022 United States $ 268 $ 279 Czech Republic 17 185 Thailand — 213 Other — 2 Total net revenue $ 285 $ 679 Long-Lived Assets Substantially all of the Company’s long -lived | Note 17 — Geographical Information Revenues by Geographic Region The Company’s revenue by geographic region, based on ship -to Year ended September 30, 2023 2022 United States $ 674 $ 1,841 Czech Republic 223 764 Thailand 300 677 Other 27 27 Total net revenue $ 1,224 $ 3,309 Long-Lived Assets Substantially all of the Company’s long -lived |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Sep. 30, 2023 | |
Subsequent Event [Abstract] | ||
Subsequent Events | Note 21 — Subsequent Events Workforce reduction In January 2024, the Company reduced its workforce by approximately 35%, consisting of employees previously placed on temporary furlough during the fourth quarter of fiscal year 2023. Committed Equity Facility On March As consideration for B. Riley’s commitment to purchase shares of the Company’s Class A Common Stock, the Company agreed to pay a cash commitment fee in the amount of $1,500. B. Riley will withhold 30% in cash from the total aggregate purchase price until B. Riley has received the entire cash commitment fee. If any portion of the commitment fee remains unpaid on the earlier of the termination of the agreement or December is also obligated to file a registration statement with the Securities and Exchange Commission to register under the Securities Act, the offer and resale by B. Riley of up to 9,500,000 The amount and timing of the proceeds the Company receives from the sale of sales of Class A Common Stock pursuant to the Purchase Agreement, if any, will depend on a number of factors, including the numbers of shares the Company may elect to sell, the timing of such sales, the future market price of the Company’s Class A Common stock and the payment of the cash commitment fee. | Note 18 — Subsequent Events The Company evaluated subsequent events through December 28, 2023, the date at which the financial statements were available to be issued. Issuances of Common Stock and Warrants Subsequent to September 30, 2023, the Company sold 480,271 -year Issuances of Notes Payable In October 2023, the Company entered into a $150 loan agreement with an unrelated financing company. The loan matures in November 2024, with principal and interest payable in weekly installments. The Company is obligated to pay a finance charge of $66 over the term of the loan. The Company may prepay the loan at any time, including a finance charge of at least $49. The Company’s obligation under the loan is secured by substantially all of the Company’s assets and is guaranteed by an officer and director of the Company. Issuance of Convertible Notes In October 2023, the Company issued convertible notes having an aggregate principal amount of $200 to unaffiliated investors. The convertible notes mature in February 2024, bear interest at 16% per annum, are unsecured and have a conversion price of $6.84 per share. The principal amount of the convertible notes and any accrued interest thereon may be converted into shares of the Company’s common stock, at the election of each holder, at any time prior to maturity. At the maturity date, each holder may require the Company to repay the outstanding principal and interest under the note in cash. Absent such a demand by the holders, all principal and interest under the notes will automatically convert into common stock. In connection with the issuance of the convertible notes, the Company issued the investors warrants to purchase an aggregate of 4,000 -year Issuance of Stock-Based Compensation Awards Subsequent to September 30, 2023, the Company granted 12,200 stock options to an employee and an advisor with a weighted -average Acquisition of EMI Solutions, Inc. On December 19, 2023, the Company completed the acquisition of EMI Solutions, Inc. (“EMI”) when the Company acquired all of the issued and outstanding common shares of EMI. EMI is a manufacturer of electromagnetic interference filtering products for military and aerospace applications. Consideration for the acquisition consisted of 964,912 -four Business Combinations Merger with Chavant Capital Acquisition Corp. On December 21, 2023, Chavant consummated the previously announced Merger pursuant to the Business Combination Agreement pursuant to which, among other things, Merger Sub merged with and into Mobix Labs, with Mobix Labs surviving the merger as a wholly -owned In connection with the Closing, and pursuant to the terms of the Business Combination Agreement, (i) each outstanding share of common stock of Mobix Labs converted into the right to receive shares of Class A Common Stock, par value $0.00001 per share (“Class A Common Stock”); (ii) each share of preferred stock of Mobix Labs, which included Series A Redeemable Convertible Preferred Stock and Founders Redeemable Convertible Preferred Stock issued and outstanding immediately prior to the Closing, converted into the right to receive shares of Class B Common Stock, par value $0.00001 per share (“Class B Common Stock”); (iii) each outstanding stock option and warrant of Mobix Labs was assumed by Chavant and converted into an option or warrant to purchase shares of Class A Common Stock; (iv) each outstanding unvested RSU of Mobix Labs was assumed by Chavant and converted into an RSU covering shares of Class A Common Stock; and (v) each outstanding convertible instrument of Mobix Labs, including SAFEs and promissory notes that were convertible into Mobix Labs common stock or preferred stock, converted into the right to receive shares of Class A Common Stock. In addition, in connection with the Closing, the Company entered into subscription agreements with certain accredited investors and Chavant Capital Partners LLC (“Sponsor”), the Sponsor, pursuant to which, substantially concurrently with the closing of the merger and on the terms and subject to the conditions of each such subscription agreement: (i) an investor agreed to purchase 1,500,000 -day Moreover, pursuant to a non -redemption -redemption In addition to the consideration paid at Closing, certain Mobix Labs stockholders and certain holders of Mobix Labs in -the-money -the-money -year |
Reverse Recapitalization
Reverse Recapitalization | 3 Months Ended |
Dec. 31, 2023 | |
Reverse Recapitalization [Abstract] | |
Reverse Recapitalization | Note 3 — Reverse Recapitalization As discussed in Note 1, Company Information • • • • • • The other related events that occurred in connection with the Closing include the following: • • • -redemption • • , Warrants • Equity Incentive Plans • • PIPE Subscription Agreements In connection with the Merger, Chavant entered into the PIPE Subscription Agreements with certain accredited investors and pursuant to which the investors agreed to purchase an aggregate of 1,975,000 shares of Class A Common Stock of Chavant at a price of $10.00 per share for an aggregate amount of $19,750 in cash. The number of shares purchased by the PIPE investors is subject to adjustment through the issuance of additional shares of Class A Common Stock in the event that the volume weighted average price (“VWAP”) of the Class A Common Stock is less than $10.00 over a specified period. See “ Make -Whole Shares The PIPE investors also received warrants to purchase 1,950,000 shares of Class A Common Stock at an exercise price of $0.01 per share, of which warrants to purchase 200,000 shares are immediately exercisable and warrants to purchase 1,750,000 shares are exercisable upon obtaining stockholder approval, which is expected to be obtained in 2024. Sponsor PIPE Subscription Agreements, Sponsor Warrant and Sponsor Letter Agreement On December 19, 2023, Chavant entered into the Sponsor PIPE Subscription Agreement with the Sponsor pursuant to which the Sponsor agreed to purchase, in a private placement that closed substantially concurrently with the Closing, 199,737 shares of Class A Common Stock at a price of $10.00 per share. The aggregate purchase price of $1,997 was paid through the forgiveness of certain obligations of Chavant. The number of shares purchased by the Sponsor is subject to adjustment through the issuance of additional shares of Class A Common Stock in the event that the VWAP of the Class A Common Stock is less than $10.00 over a specified period. See “ Make -Whole Shares In connection with the execution of the Sponsor PIPE Subscription Agreement, Legacy Mobix Labs issued to the Sponsor a warrant to purchase 272,454 shares of Legacy Mobix Labs Stock at an exercise price of $0.01 per share, exercisable upon the closing of the Sponsor PIPE Subscription Agreement (the “Sponsor Warrant”). The Sponsor Warrant was exercised at the closing of the Sponsor PIPE Subscription Agreement and, following net settlement into 272,182 shares of Legacy Mobix Labs Stock, converted into 272,182 shares of Class A Common Stock of the Company in connection with the Closing. On December 20, 2023, Chavant also entered into a Sponsor Letter Agreement with the Sponsor pursuant to which, as consideration for the 199,737 shares issued pursuant to the Sponsor PIPE Subscription Agreement described above, the Sponsor agreed to forgive approximately $1,997 of aggregate outstanding obligations of Chavant. In addition, the Sponsor agreed to forfeit 658,631 Founder Shares and 400,000 Private Warrants that it held, in each case upon the Closing. Non-Redemption Agreement On December 20, 2023, Chavant and Mobix Labs entered into a non -redemption Amendment to Business Combination Marketing Agreement On December 21, 2023, Chavant entered into an amendment to the Business Combination Marketing Agreement, dated as of July 19, 2021 between Chavant and certain advisors wherein the parties agreed to resolve their differences with respect to marketing fees contemplated by the agreement and the advisors agreed to receive, in lieu of any cash payment of fees or reimbursement of expenses, an aggregate of 280,000 shares of Class A Common Stock. The number of shares is subject to adjustment through the issuance of additional shares of Class A Common Stock in the event that the VWAP of the Class A Common Stock is less than $10.00 over a specified period. See “ Make -Whole Shares Earnout Shares In addition to the consideration paid at Closing, certain Legacy Mobix stockholders and certain holders of Legacy Mobix stock options (the “Earnout Recipients”) will be entitled to receive an additional aggregate 3,500,000 shares of Class A Common Stock issuable as earnout shares (the “Earnout Shares”) based on the achievement of trading price targets following the Closing and subject to the terms provided in the Business Combination Agreement. The Earnout Shares have a seven -year The Earnout Shares are accounted for as liability classified instruments because the events that determine the number of Earnout Shares to which the Earnout Recipients will be entitled include events that are not solely indexed to the Company’s common stock. At the time of Closing, the Company estimated the aggregate fair value of its liability for the Earnout Shares using a Monte Carlo simulation model and recorded a liability of $33,559. As of December 31, 2023, none of the conditions for the issuance of any Earnout Shares had been achieved and the Company adjusted the carrying amount of the liability to its estimated fair value of $8,795. The gain resulting from the $24,764 decrease in the fair value of the liability, which is primarily the result of a decrease in the Company’s stock price between the Closing and December 31, 2023, is included in “Change in fair value of earnout liability” in the condensed consolidated statements of operations and comprehensive income (loss). Make-Whole Shares Pursuant to the PIPE Subscription Agreements, the Sponsor PIPE Subscription Agreement and the Amendment to Business Combination Marketing Agreement described above, Chavant agreed to issue additional shares of its Class A Common Stock (the “Make -Whole -day -Whole The Make -Whole -Whole -Whole -Whole -whole See Note 12, Fair Value Measurements Legacy Mobix incurred $6,363 of transaction costs in connection with the Merger, which was determined to be a capital -raising -classified -classified -classified -in -classified The following tables reconcile elements of the Merger to the Company’s condensed consolidated financial statements, and should be read in conjunction with the footnotes referenced above: Shares Chavant public shares, net of redemptions 111,005 Chavant founder shares, net of shares forfeited 1,341,369 PIPE investors’ shares 1,975,000 Settlement of PIPE warrant 199,800 Sponsor PIPE subscription 199,737 Settlement of Sponsor Warrant 272,182 Settlement of warrant to non-redeeming shareholder 202,489 Amendment to Business Combination Marketing Agreement 280,000 Total Chavant shares outstanding immediately prior to the Merger 4,581,582 Legacy Mobix rollover shares 18,139,258 Conversion of Legacy Mobix convertible notes 30,045 Conversion of Legacy Mobix SAFEs 150,953 Total number of Class A common shares issued in the Merger 22,901,838 Closing proceeds: Proceeds from Chavant trust fund $ 1,264 Proceeds from PIPE investment 19,750 Closing disbursements: Legacy Mobix Merger-related transaction costs (3,747 ) Chavant Merger-related transaction costs (2,219 ) Net cash proceeds from the Merger at Closing 15,048 Mobix Merger-related transaction costs paid prior to closing (983 ) Net cash proceeds 14,065 Non-cash activity: Conversion of Legacy Mobix convertible notes to Class A Common Stock 206 Conversion of Legacy Mobix SAFEs to Class A Common Stock 1,522 Conversion of Legacy Mobix redeemable convertible preferred stock to Class B Common Stock 2,300 Unpaid Merger-related transaction costs assumed from Chavant (871 ) Unpaid Merger-related transaction costs of Legacy Mobix (1,633 ) Merger-related transaction costs expensed 4,009 Liability-classified instruments: Fair value of earnout liability (33,559 ) Fair value of PIPE make-whole liability (2,071 ) Fair value of Private Warrants (150 ) Net equity impact of the Merger $ (16,182 ) |
Warrants
Warrants | 3 Months Ended |
Dec. 31, 2023 | |
Warrants [Abstract] | |
Warrants | Note 4 — Warrants Public and Private Warrants In connection with its initial public offering, Chavant issued 6,000,000 Public Warrants and 3,400,000 Private Warrants (of which 400,000 Private Warrants were subsequently forfeited by the Sponsor), each of which entitles the holder to purchase one share of the Company’s Class A Common Stock at a price of $11.50 per share, subject to adjustments. The Public Warrants and Private Warrants are exercisable at any time commencing thirty days after the completion of the Merger and terminating five years after the completion of the Merger. The Company may redeem the Public Warrants at a price of $0.01 per warrant if the last reported sale of the Company’s Class A Common Stock equals or exceeds $18.00 per share for any twenty trading days within a thirty -day The Private Warrants are identical to the Public Warrants, except that the Private Warrants and shares of Class A Common Stock issuable upon the exercise of the Private Warrants are not transferable, assignable or salable until thirty days after the completion of the Merger, subject to certain limited exceptions. Additionally, the Private Warrants are exercisable on a cashless basis and are non -redeemable Both the Public Warrants and Private Warrants are subject to adjustment if the Company issues additional equity securities for capital raising purposes at price (the “Newly Issued Price”) below specified levels; if the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds available for funding Merger at the Closing; and, if the VWAP of the Company’s Class A Common Stock during a specified period (“Market Value”) is below $9.20 per share. In such event, the exercise price of the warrants will be adjusted to be equal to 115% of the Market Value and the $18.00 per share redemption trigger price will be adjusted to be equal to 180% of the Newly Issued Price. As a result of the issuances of shares under the PIPE Subscription Agreement and other agreements in connection with the Merger, the Company adjusted the exercise price of the warrants from $11.50 to $5.79 per share and adjusted the redemption trigger price from $18.00 to $9.06 per share. Upon the Closing, the Company concluded that the Public Warrants meet the derivative scope exception for contracts in the Company’s own stock and recorded the Public Warrants in stockholders’ equity. The Company concluded that the Private Warrants do not meet the derivative scope exception and are accounted for as liabilities. Specifically, the Private Warrants contain provisions that affect the settlement amounts dependent upon the characteristics of the holder of the warrant, which is not an input into the pricing of a fixed -for-fixed -Scholes -pricing PIPE Warrants In connection with the PIPE Subscription Agreements, the Company issued the investors warrants to purchase shares of common stock at an exercise price of $0.01 per share. The Company evaluated these warrants and concluded that they meet the derivative scope exception for contracts in the Company’s own stock. Consequently, the PIPE warrants were recorded in stockholders’ equity. Legacy Mobix Warrants In connection with the Merger, all of Legacy Mobix’s outstanding warrants were assumed by the Company and converted into the same number of warrants to purchase shares of the Company’s Class A Common Stock, with no change to their exercise prices or other terms. Subsequent to the Merger, warrants to purchase an aggregate of 373,031 shares were exercised and converted into 369,671 shares of Class A Common Stock, with no cash proceeds to the Company. During the three months ended December 31, 2023, Legacy Mobix issued warrants to purchase an aggregate of 51,020 shares of its common stock at $0.01 in connection with borrowings. See Note 11, Debt Also during the three months ended December 31, 2023, Legacy Mobix granted warrants to purchase an aggregate of 27,413 shares of common stock at a price of $0.01 per share to investors in connection with the sale of shares of its common stock. See Note 16, Equity As of December 31, 2023, the Company is obligated to issue warrants to purchase 130,000 shares of its Class A Common Stock at $0.01 per share to a service provider, in respect of services rendered to Legacy Mobix prior to the Merger. In addition, as described in Note 11, Debt -weighted In October and December 2022, the Company issued warrants to purchase an aggregate of 300,000 shares of its common stock at $3.00 per share to non -service In December 2022, the Company issued a warrant to purchase 400,000 shares of its common stock at $3.00 per share to a service provider. The Company recognized the $1,598 fair value of the warrant in selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive income (loss) for the three months ended December 31, 2022. Effective March 2023, the warrant was cancelled. See Note 12, Fair Value Measurements |
Acquisition of EMI Solutions
Acquisition of EMI Solutions | 3 Months Ended |
Dec. 31, 2023 | |
Acquisition of EMI Solutions [Abstract] | |
Acquisition of EMI Solutions | Note 5 — Acquisition of EMI On December 18, 2023, the Company completed the acquisition of EMI when the Company acquired all of the issued and outstanding common shares of EMI, which is accounted for as a business combination. EMI is a manufacturer of electromagnetic interference filtering products for military and aerospace applications. The Company believes the acquisition of EMI will complement its existing product offerings, expand its customer base and allow it to deliver solutions that address a wider variety of applications and markets. Consideration for the acquisition consisted of 964,912 shares of the Company’s common stock with an estimated fair value of $8,856 and $2,200 in cash. Of the cash portion of the consideration, $155 was paid at the time of the consummation of the acquisition and $1,000 is payable within thirty days following the Closing of the Merger, with the remainder payable in equal quarterly installments of $174 beginning March 31 2024. The EMI merger agreement provided that, in the event that Legacy Mobix did not complete an initial public offering (including the Merger) within twenty -four the 964,912 shares of its common stock for cash are not within the Company’s control. At the time of completion of the acquisition, the Company estimated the fair value of the contingently redeemable common stock at $8,856, based upon the fair value of the Legacy Mobix common stock, adjusted to include the fair value of the put right. The Company estimated the fair value of the put right using the Black -Scholes -free The following table summarizes the amount of the aggregate purchase consideration and the preliminary allocation to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values, of which the valuation of intangible assets is subject to finalization: Purchase consideration: Contingently redeemable common stock issued to seller $ 8,856 Cash consideration (at present value) 2,041 $ 10,897 Allocation: Cash $ 45 Accounts receivable 387 Inventory 155 Other current assets 7 Property and equipment 107 Other assets 30 Intangible asset – customer relationships 6,100 Intangible asset – backlog 300 Intangible asset – trade name 100 Goodwill 5,542 Accounts payable (227 ) Accrued expenses (263 ) Deferred tax liability (1,386 ) $ 10,897 The Company estimated the useful life of customer relationships is fifteen years, the useful life of the trade name is two years and the useful life of the backlog is one year. The goodwill is primarily attributed to expected synergies for the combined operations and is not deductible for income tax purposes. The operating results of EMI are included in the Company’s condensed consolidated financial statements for periods subsequent to the acquisition date. The amounts of revenues and net income (loss) of EMI included in the Company’s condensed consolidated statement of operations and comprehensive income (loss) for the three months ended December 31, 2023 were not material. The following table shows unaudited pro forma revenues and net income (loss) of the Company, as if the acquisition of EMI had been completed as of October 1, 2022. The unaudited pro forma information is presented for informational purposes only and is not necessarily indicative of future operations or results had the acquisition occurred on October 1, 2022. Three months ended December 31, 2023 2022 Revenues $ 1,052 $ 1,233 Net income (loss) 944 (9,732 ) |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Sep. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | ||
Use of Estimates | Use of Estimates The preparation of the Company’s condensed consolidated financial statements requires the Company to make estimates and assumptions that affect the reported amounts of certain assets and liabilities; the reported amounts of revenues and expenses for the periods covered and certain amounts disclosed in the notes to the condensed consolidated financial statements. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. As future events and their effects cannot be determined with precision, actual results could differ materially from those estimates and assumptions. Areas requiring significant estimates and assumptions by the Company include, but are not limited to: • -based -based • • -lived • -whole • • | Use of Estimates The preparation of the Company’s financial statements requires the Company to make estimates and assumptions that affect the reported amounts of certain assets and liabilities; the reported amounts of revenues and expenses for the periods covered and certain amounts disclosed in the notes to the financial statements. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. As future events and their effects cannot be determined with precision, actual results could differ materially from those estimates and assumptions. Areas that could require significant estimates and assumptions by the Company include, but are not limited to: • -based -based • • -lived • • • |
Cash | Cash As of December 31, 2023 and September 30, 2023, the Company’s cash balance consisted of demand deposits held at large financial institutions. The Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents. The Company had no cash equivalents as of December 31, 2023 or September 30, 2023. The amount of deposits maintained at any financial institution may exceed federally insured limits. The Company places its cash with high credit quality financial institutions and has not experienced any losses on its deposits of cash. | Cash As of September 30, 2023 and 2022, the Company’s cash balance consisted of demand deposits held at large financial institutions. The Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents. The Company had no cash equivalents as of September 30, 2023 and 2022. The amount of deposits maintained at any financial institution may exceed federally insured limits. The Company places its cash with high credit quality financial institutions and has not experienced any losses on its deposits of cash. |
Accounts Receivable, net | Accounts Receivable, net Accounts receivable are recorded at the invoiced amount and do not bear interest. For trade accounts receivable from customers, the Company performs ongoing credit evaluations of its customers and maintains an allowance for expected credit losses. The allowance for expected credit losses represents the Company’s best estimate based on current and historical information, and reasonable and supportable forecasts of future events and circumstances. Accounts receivable deemed uncollectible are charged against the allowance for expected credit losses when identified. The allowance for expected credit losses as of December 31, 2023 and September 30, 2023 and bad debt expense for the three months ended December 31, 2023 and 2022 were not material. | Accounts Receivable, net Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for doubtful accounts, which is based on the Company’s assessment of the collectability of accounts. The Company regularly reviews the adequacy of the allowance for doubtful accounts by considering the age of each outstanding invoice and the collection history of each customer and other relevant factors to determine the appropriate amount of allowance for doubtful accounts. Accounts receivable deemed uncollectible are charged against the allowance for doubtful accounts when identified. The allowance for doubtful accounts as of September 30, 2023 and 2022 and bad debt expense for the years ended September 30, 2023 and 2022 were not material. |
Inventory | Inventory Inventory is stated at the lower of cost, determined on a first -in -out | Inventory Inventory is stated at the lower of cost, determined on a first -in -out |
Property and Equipment, net | Property and Equipment, net The Company’s property and equipment primarily consists of laboratory equipment, computer hardware, equipment, furniture and fixtures and leasehold improvements. Property and equipment are recorded at cost less accumulated depreciation and any accumulated impairment losses. Depreciation and amortization are computed using the straight -line | |
Deferred Transaction Costs | Deferred Transaction Costs The Company capitalizes certain legal, accounting, and other third -party | |
Intangible Assets, net | Intangible Assets, net The Company’s intangible assets principally consist of acquired developed technology and customer relationships and have finite lives ranging from one fifteen -line -related | Intangible Assets, net The Company’s intangible assets consist of acquired developed technology and customer relationships having finite lives ranging from seven ten -line -related |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews its long -lived -lived | Impairment of Long-Lived Assets The Company reviews its long -lived -lived |
Goodwill | Goodwill Goodwill represents the excess of the fair value of purchase consideration of an acquired business over the fair value of the identifiable net assets acquired. Goodwill is not amortized but is tested for impairment at a reporting unit level on an annual basis on July 31, or more frequently if circumstances change or an event occurs that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company did not record any goodwill impairment losses for the three months ended December 31, 2023 and 2022. | Goodwill Goodwill represents the excess of the fair value of purchase consideration of an acquired business over the fair value of the identifiable net assets acquired. Goodwill is not amortized but is tested for impairment at a reporting unit level on an annual basis on July 31, or more frequently if circumstances change or an event occurs that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Significant judgment may be required when goodwill is assessed for impairment. Qualitative factors may be assessed to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If the assessment of all relevant qualitative factors indicates that it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, a quantitative goodwill impairment test is not necessary. If the assessment of all relevant qualitative factors indicates that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company will perform a quantitative goodwill impairment test. The quantitative impairment test for goodwill consists of a comparison of the fair value of a reporting unit with its carrying value, including the goodwill allocated to that reporting unit. If the carrying value of a reporting unit exceeds its fair value, the Company will recognize an impairment loss equal to the amount of the excess, limited to the amount of goodwill allocated to that reporting unit. Application of the impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units and the determination of fair value of each reporting unit. The Company performed its annual qualitative impairment test and determined it was not more likely than not that the fair value of its reporting unit was less than its carrying amount. The Company did not record any goodwill impairment losses for the years ended September 30, 2023 and 2022. |
Business Combinations | Business Combinations The Company allocates the purchase price of an acquisition to the tangible assets acquired, liabilities assumed, and intangible assets acquired, based on their estimated fair values. The excess of the purchase price over the fair values of the net assets acquired is recorded as goodwill. Accounting for business combinations requires that management make significant estimates and assumptions to determine the fair value of assets acquired and liabilities assumed at the acquisition date. Although management believes the assumptions and estimates to be reasonable and appropriate, they are inherently uncertain. Critical estimates in valuing certain acquired assets may include, but are not limited to, expected future cash flows including revenue growth rate assumptions from product sales, customer contracts and acquired technologies, expected costs to develop acquired technology into commercially viable products, estimated cash flows from the projects when completed, including assumptions associated with the technology migration curve and expected selling, general and administrative costs. The discount rates used to discount expected future cash flows to present value are typically derived from a weighted -average | Business Combinations The Company allocates the purchase price of an acquisition to the tangible assets acquired, liabilities assumed, and intangible assets acquired, based on their estimated fair values. The excess of the purchase price over the fair values of these net assets acquired is recorded as goodwill. Accounting for business combinations requires that management make significant estimates and assumptions to determine the fair value of assets acquired and liabilities assumed at the acquisition date. Although management believes the assumptions and estimates to be reasonable and appropriate, they are inherently uncertain. Critical estimates in valuing certain acquired assets include, but are not limited to, expected future cash flows including revenue growth rate assumptions from product sales, customer contracts and acquired technologies, expected costs to develop acquired technology into commercially viable products, and estimated cash flows from the projects when completed, including assumptions associated with the technology migration curve. The discount rates used to discount expected future cash flows to present value are typically derived from a weighted -average |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The Company uses a three -tiered As a basis for considering such assumptions, a three -tier Level 1 — Observable inputs that include quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 — Unobservable pricing inputs that are generally less observable from objective sources, such as discounted cash flow models or valuations. | Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The Company uses a three -tiered As a basis for considering such assumptions, a three -tier Level 1 — Observable inputs that include quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 — Unobservable pricing inputs that are generally less observable from objective sources, such as discounted cash flow models or valuations. The Company’s non -financial |
Simple Agreements for Future Equity (SAFEs) | Simple Agreements for Future Equity (SAFEs) The Company has issued SAFEs to certain investors. The SAFEs provide for automatic conversion into shares of the Company’s common stock or preferred stock upon the occurrence of certain events. The number of shares issuable upon conversion is dependent upon a number of factors, including the prices at which the Company may sell its equity securities in the future, the Company’s capitalization and the occurrence of certain events. The SAFEs also require cash settlement by the Company in certain circumstances, such as in the event of a liquidation or dissolution of the Company. The Company performs an assessment of the specific terms of the SAFEs under the applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity The Company estimates the fair value of the SAFEs using a probability weighted expected return method (“PWERM”). The PWERM is a scenario -based | |
Fair Value of Common Stock | Fair Value of Common Stock As there was no public market for the Company’s common stock prior to the Closing, the Company determined the fair value of shares of its common stock considering a number of objective and subjective factors, including: third -party -length Valuation of Privately Held Company Equity Securities Issued as Compensation | |
Fair Value of Warrants | Fair Value of Warrants The Company accounts for warrants to purchase its common stock as either equity -classified -classified Derivatives and Hedging | |
Net Income (Loss) Per Share | Net Income (Loss) Per Share -class -class -average -average | Net Loss Per Share Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two -class -class -class Under the two -class -average |
Stock-Based Compensation | Stock-Based Compensation The Company estimates the fair value of stock option awards using the Black -Scholes-Merton -pricing -line as they occur and initially records stock -based -based The Black -Scholes -based • • • -free • • • The expected term represents the period over which the stock -based -free -coupon -based Stock -based -based -based -based | |
Segment Information | Segment Information Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is its Chief Executive Officer, who makes resource allocation decisions and assesses performance based on financial information presented on an aggregate basis. Accordingly, the Company has determined that it operates in a single operating segment and, therefore, one reportable segment. | |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) includes the Company’s net income (loss) as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. There were no differences between the Company’s net income (loss) and comprehensive income (loss) for the three months ended December 31, 2023 and 2022. | Comprehensive Loss Comprehensive loss includes the Company’s net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. There were no differences between the Company’s net loss and comprehensive loss for the years ended September 30, 2023 and 2022. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method whereby deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The effect on deferred tax assets and liabilities of a change in tax laws is recognized in the results of operations in the period the new laws are enacted. The Company establishes a valuation allowance when necessary to reduce the carrying amount of its deferred tax assets when it is more likely than not that the deferred tax assets will not be realized. In evaluating the Company’s ability to realize deferred tax assets, the Company considers all available positive and negative evidence, including historical operating results, ongoing tax planning, and forecasts of future taxable income on a jurisdiction -by-jurisdiction The Company recognizes liabilities for uncertain tax positions based on a two -step | |
Revenue Recognition | Revenue Recognition The Company accounts for revenue from contracts with customers in accordance with ASC Topic 606, Revenue from Contracts with Customers The Company generally offers a limited warranty to customers covering a period of twelve months which obligates the Company to repair or replace defective products. The warranty is not sold separately and does not represent a separate performance obligation. Therefore, the Company accounts for such warranties under ASC Topic 460, Guarantees The Company has agreements with certain distributors which include certain rights of return and pricing programs, including stock rotation and price protection which could affect the transaction price. Sales returns, stock rotation and price protection have historically been insignificant. The Company includes shipping and handling fees billed to customers as part of net sales. The Company includes shipping and handling costs associated with outbound freight in cost of revenue. There were no material contract assets or contract liabilities recorded on the balance sheet in any of the periods presented. All incremental customer contract acquisition costs are expensed as incurred as the amortization period of the asset that the Company otherwise would have recognized is one year or less in duration. In October 2021, the Company entered into a license agreement with a customer, wherein the Company granted the customer a perpetual, non -exclusive | |
Cost of Revenue | Cost of Revenue Cost of revenue includes costs of materials, contract manufacturing services, including costs associated with the assembly, testing, packaging and shipping of products, inbound freight, amortization of acquired developed technology, inventory obsolescence charges and other product -related -based -related | |
Advertising Expense | Advertising Expense Advertising costs include spending for items such as marketing and promotional items, trade shows, sponsorships, and other programs. The Company expenses advertising costs as incurred. Advertising expenses were $175 and $281 for the years ended September 30, 2023 and 2022, respectively. | |
Research and Development Expense | Research and Development Expense Research and development expenses consist of costs incurred to perform product design and development activities including employee compensation and benefits (including stock -based -related | |
Selling, General and Administrative Expense | Selling, General and Administrative Expense Selling, general and administrative expenses consist of employee compensation and benefits (including stock -based -related | |
Accounting Pronouncements Recently Adopted | 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 -public In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016 -13 Financial Instruments — Credit Losses (Topic 326) -13 In October 2021, the FASB issued ASU 2021 -08 Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers -08 -08 | 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 -public In February 2016, the FASB issued ASU 2016 -02 Leases (Topic 842) -02 -02 -of-use -02 In November 2019, the FASB issued ASU 2019 -12 Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes -12 -12 |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted In November 2023, the FASB issued ASU 2023 -07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures -07 -07 -07 -07 In December 2023, the FASB issued ASU 2023 -09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures -09 -09 -09 | Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016 -13 Financial Instruments — Credit Losses (Topic 326) -13 -13 In October 2021, the FASB issued ASU 2021 -08 Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers -08 -08 In November 2023, the FASB issued ASU 2023 -07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures -07 -07 -07 -07 In December 2023, the FASB issued ASU 2023 -09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures -09 -09 -09 |
Basis of Presentation | 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 The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and include the accounts of Mobix Labs, Inc. and its subsidiaries. The Company’s fiscal year ends on September 30. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements as of and for the year ended September 30, 2023 and the related notes which provide a more complete discussion of the Company’s accounting policies and certain other information. The September 30, 2023 condensed consolidated balance sheet was derived from the Company’s audited financial statements. These unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of the Company’s condensed financial position as of December 31, 2023 and its results of operations and cash flows for the three months ended December 31, 2023 and 2022. The results of operations for the three months ended December 31, 2023 are not necessarily indicative of the results to be expected for the fiscal year ending September 30, 2024 or for any other future annual or interim period. | |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Sep. 30, 2023 | |
Inventory [Abstract] | ||
Schedule of Inventory | Inventory consists of the following: December 31, September 30, Raw materials $ 370 $ 265 Finished goods 52 54 Total inventory $ 422 $ 319 | Inventory consists of the following: September 30, 2023 2022 Raw materials $ 265 $ 404 Finished goods 54 166 Total inventory $ 319 $ 570 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Sep. 30, 2023 | |
Property and Equipment, Net [Absract] | ||
Schedule of Property and Equipment | Property and equipment, net consists of the following: Estimated Useful Life December 31, September 30, Equipment and furniture 5 – 7 $ 929 $ 858 Laboratory equipment 5 601 601 Leasehold improvements Shorter of estimated useful life or remaining lease term 891 850 Construction in progress 584 584 Property and equipment, gross 3,005 2,893 Less: Accumulated depreciation (1,146 ) (1,034 ) Property and equipment, net $ 1,858 $ 1,859 | Property and equipment, net consists of the following: Estimated Useful Life September 30, 2023 2022 Equipment and furniture 5 – 7 $ 858 $ 895 Laboratory equipment 5 601 601 Leasehold improvements Shorter of estimated useful life or remaining lease term 850 894 Construction in progress 584 — Property and equipment, gross 2,893 2,390 Less: Accumulated depreciation (1,034 ) (627 ) Property and equipment, net $ 1,859 $ 1,763 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Sep. 30, 2023 | |
Intangible Assets, Net [Abstract] | ||
Schedule of Intangible Assets | Intangible assets, net consist of the following: Estimated Useful Life (years) December 31, 2023 September 30, 2023 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Developed technology 7 – 10 $ 7,289 $ (2,441 ) $ 4,848 $ 7,289 $ (2,238 ) $ 5,051 Customer relationships 10 – 15 6,400 (85 ) 6,315 300 (64 ) 236 Trade names 2 100 (2 ) 98 — — — Backlog 1 300 (11 ) 289 — — — $ 14,089 $ (2,539 ) $ 11,550 $ 7,589 $ (2,302 ) $ 5,287 | Intangible assets, net consist of the following: Estimated September 30, 2023 September 30, 2022 Gross Accumulated Net Gross Accumulated Net Developed technology 7 – 10 $ 7,289 $ (2,238 ) $ 5,051 $ 7,289 (1,428 ) $ 5,861 Customer relationships 10 300 (64 ) 236 300 (33 ) 267 |
Schedule of Estimated Future Amortization Expense for Intangible Assets | Estimated future amortization expense for intangible assets by fiscal year as of December 31, 2023 is as follows: Years ending September 30, 2024 (remaining nine months) $ 1,198 2025 1,361 2026 1,257 2027 1,247 2028 1,213 Thereafter 5,274 Total $ 11,550 | Estimated future amortization expense for intangible assets by fiscal year as of September 30, 2023 is as follows: Years ending September 30, 2024 $ 840 2025 840 2026 840 2027 840 2028 806 Thereafter 1,121 Total $ 5,287 |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
Goodwill [Abstract] | |
Schedule of Changes in the Carrying Amount of Goodwill | The following table summarizes changes in the carrying amount of goodwill during the three months ended December 31, 2023. There were no changes in the carrying amount of goodwill during the three months ended December 31, 2022. Balance at September 30, 2023 $ 5,217 Acquisition of EMI 5,542 Balance at December 31, 2023 $ 10,759 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Sep. 30, 2023 | |
Accrued Expenses and Other Current Liabilities [Abstract] | ||
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following: December 31, September 30, Accrued compensation and benefits $ 2,778 $ 2,841 Liability for issuance of warrants 633 — Accrued professional fees 1,008 273 Accrued interest 333 304 Deferred revenue 91 138 Unpaid Merger-related transaction costs 2,238 — Other 1,464 963 Total accrued expenses and other current liabilities $ 8,545 $ 4,519 | Accrued expenses and other current liabilities consist of the following: September 30, 2023 2022 Accrued compensation and benefits $ 2,841 $ 613 Deferred rent — 634 Accrued professional fees 273 494 Accrued interest 304 59 Deferred revenue 138 35 Other 963 918 Total accrued expenses and other current liabilities $ 4,519 $ 2,753 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Sep. 30, 2023 | |
Net Loss Per Share [Abstract] | ||
Schedule of Net Loss Per Common Share of Basic and Diluted | Three months ended December 31, 2023 2022 Class A Class B Common Stock Basic net income (loss) per share: Numerator: Allocation of net income (loss) $ 834 $ 101 $ (9,390 ) Denominator: Weighted-average shares outstanding 18,617,656 2,254,901 12,379,480 Basic net income (loss) per share $ 0.04 $ 0.04 $ (0.76 ) Diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 834 $ 101 $ (9,390 ) Reallocation of net income as a result of conversion of Class B to Class A Common Stock 101 — — Reallocation of net income — (11 ) — Allocation of net income (loss) 935 90 (9,390 ) Denominator: Number of shares used in basic earnings per share calculation 18,617,656 2,254,901 12,379,480 Conversion of Class B to Class A Common Stock 2,254,901 — — Dilutive effect of stock options, warrants and RSUs 2,443,514 — — Number of shares used in per share computation 23,316,071 2,254,901 12,379,480 Diluted net income (loss) per share $ 0.04 $ 0.04 $ (0.76 ) | Year ended September 30, 2023 2022 Numerator: Net loss $ (39,621 ) $ (23,867 ) Denominator: Weighted-average common shares outstanding – basic and diluted 14,612,600 10,620,614 Net loss per common share – basic and diluted $ (2.71 ) $ (2.25 ) |
Schedule of Dilutive Securities Not Included in Net Loss Per Common Share | The potential shares of Class A Common Stock that were excluded from the computation of diluted net income (loss) per share attributable to stockholders for the periods presented because including them would have an antidilutive effect were as follows: Three months ended December 31, 2023 2022 Public Warrants and Private Warrants 9,000,000 — Make-whole shares 1,052,030 — Earnout shares 3,500,000 — RSUs — 10,984,241 Stock options 1,690,476 6,400,758 Convertible preferred stock (on an as-converted basis) — 2,254,901 Common stock warrants — 400,000 Convertible notes — 131,072 15,242,506 20,170,972 | The following table shows potentially dilutive securities not included in the computation of the Company’s net loss per common share: Year ended September 30, 2023 2022 Restricted stock units 209,494 10,984,241 Stock options 5,905,684 5,754,052 Convertible preferred stock (on an as-converted basis) 2,254,901 2,254,901 Common stock warrants 700,388 200,000 Convertible notes — 129,482 9,070,467 19,322,676 |
Debt (Tables)
Debt (Tables) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Sep. 30, 2023 | |
Debt [Abstract] | ||
Schedule of Debt | Debt consists of the following: December 31, September 30, Notes payable $ 1,503 $ 1,286 7% promissory notes – related parties 3,349 3,349 Notes payable – related parties 100 444 SAFEs — 1,512 Total debt 4,952 6,591 Less: Amounts classified as current (4,952 ) (6,591 ) Noncurrent portion $ — $ — | Debt consists of the following: September 30, 2023 2022 Notes payable $ 1,286 $ — 7% promissory notes – related parties 3,349 3,349 Notes payable – related parties 444 344 SAFEs 1,512 1,983 Convertible notes — 625 Total debt 6,591 6,301 Less: Amounts classified as current (6,591 ) (5,676 ) Noncurrent portion $ — $ 625 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Sep. 30, 2023 | |
Fair Value Measurements [Abstract] | ||
Schedule of Financial Instruments Measured at Fair Value | The following table provides a reconciliation of the balance of financial instruments measured at fair value on a recurring basis using Level 3 inputs: Earnout PIPE Make-Whole Private SAFEs Three months ended December 31, 2023: Balance, September 30, 2023 $ — $ — $ — $ 1,512 Liabilities recognized 33,559 2,071 783 — Conversion to Class A Common Stock in the Merger — — — (1,522 ) Change in fair value included in net income (loss) (24,764 ) 2,904 60 10 Balance, December 31, 2023 $ 8,795 $ 4,975 $ 843 $ — SAFEs Three months ended December 31, 2022: Balance, September 30, 2022 $ 1,983 Issuance of SAFEs — Change in fair value included in net income (loss) 50 Balance, December 31, 2022 $ 2,033 | The following table provides a reconciliation of the balance of financial instruments measured at fair value on a recurring basis using Level 3 inputs: Year ended September 30, 2023 2022 Balance, beginning of period $ 1,983 $ — Issuance of SAFEs — 1,900 Change in fair value of SAFEs included in net loss 655 83 Conversion of SAFEs to common stock (1,126 ) — Balance, end of period $ 1,512 $ 1,983 |
Schedule of Liabilities Measured at Fair Value on a Recurring Basis | Liabilities measured at fair value on a recurring basis as of December 31, 2023 are as follows: Level 1 Level 2 Level 3 Total Earnout liability $ — $ — $ 8,795 $ 8,795 PIPE make-whole liability — — 4,975 4,975 Private Warrants and other warrants — — 843 843 Total $ — $ — $ 14,613 $ 14,613 | |
Schedule of Assumptions Used in Estimating the Fair Value | The following table summarizes the assumptions used in estimating the fair value of the earnout liability at the respective dates: December 21, 2023 (Closing) December 31, 2023 Stock price $ 10.66 $ 4.02 Expected volatility 50 % 50 % Risk-free rate 3.9 % 3.9 % Contractual term 8 years 8 years -whole December 21, 2023 (Closing) December 31, 2023 Stock price $ 10.17 $ 6.18 Expected volatility 49 % 49 % Risk-free rate 5.4 % 5.4 % Contractual term 4 months 4 months |
Leases (Tables)
Leases (Tables) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Sep. 30, 2023 | |
Leases [Abstract] | ||
Schedule of Lease Costs are Included in the Statement of Operations and Comprehensive Loss | The following lease costs are included in the condensed consolidated statement of operations and comprehensive income (loss): Three months ended December 31, 2023 2022 Operating lease cost $ 100 $ 101 Short-term lease cost 2 80 Total lease cost $ 102 $ 181 | The following lease costs are included in the statement of operations and comprehensive loss for the year ended September 30, 2023: Year ended Operating lease cost $ 396 Short-term lease cost 266 Total lease cost $ 662 |
Schedule of Minimum Lease Payments | The following table reconciles the undiscounted cash flows to the operating lease liabilities recorded on the condensed consolidated balance sheet as of December 31, 2023: Years ending September 30, 2024 (remaining nine months) $ 401 2025 526 2026 545 2027 515 Total minimum lease payments 1,987 Less: imputed interest (466 ) Present value of future minimum lease payments 1,521 Less: current obligations under leases (325 ) Long-term lease obligations $ 1,196 | The following table reconciles the undiscounted cash flows to the operating lease liabilities recorded on the balance sheet as of September 30, 2023: Years ending September 30, 2024 $ 537 2025 526 2026 545 2027 516 Total minimum lease payments 2,124 Less: imputed interest (526 ) Present value of future minimum lease payments 1,598 Less: current obligations under leases (318 ) Long-term lease obligations $ 1,280 -cancelable Years ending September 30, 2023 $ 530 2024 537 2025 526 2026 545 2027 515 Total $ 2,653 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Income Taxes [Abstract] | |
Schedule of Provision for Income Taxes | Substantially all of the Company’s pretax income was generated in the United States. The provision for income taxes consists of the following: Year ended September 30, 2023 2022 Current Federal $ — $ — State 1 1 Total current 1 1 Deferred Federal 66 (274 ) State — — Total deferred 66 (274 ) Provision (benefit) for income taxes $ 67 $ (273 ) |
Schedule of Loss before Income Taxes Rate | The provision for income taxes differs from the amount computed by applying the U.S. federal statutory rate of 21% to the Company’s loss before income taxes as follows: Year ended September 30, 2023 2022 Income tax benefit computed at the U.S. federal statutory rate $ (8,306 ) $ (5,070 ) State and local income tax benefits, net of federal benefit (1,498 ) (481 ) Change in valuation allowance 7,936 4,856 Non-deductible transaction costs 635 351 Fair value of warrants issued to lenders 470 — Research and development credits 58 (58 ) State tax rate change (22 ) (148 ) Other 794 277 Provision (benefit) for income taxes $ 67 $ (273 ) |
Schedule of Deferred Tax Liabilities | Deferred tax liabilities, net consist of the following: September 30, 2023 2022 Deferred tax assets: Net operating losses $ 8,268 $ 4,953 Section 174 capitalized costs 2,832 1,548 Stock-based compensation 3,632 620 Research and development credits — 398 Lease liabilities 376 — Interest limitation — 134 Accrued liabilities 581 135 Other 137 24 Total gross deferred tax assets 15,826 7,812 Valuation allowance (14,287 ) (6,351 ) Net deferred tax assets 1,539 1,461 Deferred tax liabilities: Intangible asset amortization (1,245 ) (1,399 ) Fixed asset depreciation (137 ) (44 ) Operating lease ROU assets (243 ) — Other — (38 ) Total gross deferred tax liabilities (1,625 ) (1,481 ) Deferred tax liabilities, net $ (86 ) $ (20 ) |
Equity (Tables)
Equity (Tables) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Sep. 30, 2023 | |
Equity [Abstract] | ||
Schedule of Common Stock Available for Issuance | As of December 31, 2023, the number of shares of Class A Common Stock available for issuance under the Company’s amended and restated articles of incorporation were as follows: Authorized number of shares of Class A Common Stock 285,000,000 Class A Common Stock outstanding 23,544,492 Reserve for conversion of Class B Common Stock 2,254,901 Reserve for exercise of the Public Warrants and Private Warrants 9,000,000 Reserve for exercise of other common stock warrants outstanding or issuable 3,295,020 Shares issuable under PIPE make-whole provision 1,052,030 Reserve for earnout shares 3,500,000 Stock options and RSUs outstanding 9,513,647 Awards available for grant under 2023 Equity Incentive Plan 2,290,183 Awards available for grant under 2023 Employee Stock Purchase Plan 858,935 Common stock available for issuance 229,690,792 | As of September 30, 2023, the number of shares of common stock available for issuance under the Company’s amended and restated articles of incorporation were as follows: Authorized number of shares of common stock 57,400,000 Common stock outstanding 16,692,175 Reserve for conversion of Founders Redeemable Convertible Preferred Stock 600,000 Reserve for conversion of Series A Redeemable Convertible Preferred Stock 2,000,000 Reserve for exercise of common stock warrants 700,388 Stock options and RSUs outstanding under equity incentive plans 6,115,178 Awards available for grant under equity incentive plans 12,068,156 Common stock available for issuance 19,224,103 |
Schedule of Company’s Redeemable Convertible Preferred Stock Outstanding | The numbers of shares of the Company’s redeemable convertible preferred stock outstanding and the related conversion prices and liquidation preferences as of September 30, 2023 are as follows: Shares Shares Issuance Per Share Aggregate Carrying Founders Redeemable Convertible Preferred Stock 600,000 588,235 $ 0.00001 $ 0.00001 $ — $ — Series A Redeemable Convertible Preferred Stock 2,000,000 1,666,666 $ 1.38 $ 1.38 2,300 2,300 Total 2,600,000 2,254,901 $ 2,300 $ 2,300 |
Equity Incentive Plans (Tables)
Equity Incentive Plans (Tables) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Sep. 30, 2023 | |
Equity Incentive Plans [Abstract] | ||
Schedule of Summary of Activity in the Company's RSUs | A summary of activity in the Company’s RSUs for the three months ended December 31, 2023 is as follows: Number of units Weighted-Average Grant Date Fair Value per Unit Outstanding at September 30, 2023 209,494 $ 6.84 Performance-based RSUs 4,000,000 $ 10.58 Vested (104,748 ) $ 6.84 Cancelled — $ — Outstanding at December 31, 2023 4,104,746 $ 10.48 | A summary of activity in the Company’s RSUs for the year ended September 30, 2023 is as follows: Number of Weighted-Average Outstanding at September 30, 2022 10,984,241 $ 6.84 Cancelled (10,774,747 ) $ 6.84 Outstanding at September 30, 2023 209,494 $ 6.84 |
Schedule of Stock Option Activity | Stock option activity for the three months ended December 31, 2023 is as follows: Number of Options Weighted-Average Exercise Price per Share Weighted-Average Remaining Contractual Term (years) Outstanding at September 30, 2023 5,905,684 $ 4.28 Granted 32,200 $ 6.84 Exercised (390,440 ) $ 5.80 Expired (138,543 ) $ 5.99 Outstanding at December 31, 2023 5,408,901 $ 4.14 7.4 Exercisable at December 31, 2023 4,055,326 $ 3.29 7.0 | Stock option activity for the year ended September 30, 2023 is as follows: Number of Weighted-Average Weighted-Average Outstanding at September 30, 2022 5,754,052 $ 4.16 Granted 780,506 $ 6.84 Forfeited (628,874 ) $ 6.37 Outstanding at September 30, 2023 5,905,684 $ 4.28 7.5 Exercisable at September 30, 2023 4,226,353 $ 3.39 7.1 |
Schedule of Weighted-Average Grant Date Fair Value of Options Granted | The fair value of stock options granted was estimated with the following assumptions: Three months ended December 31, 2023 2022 Range Range Low High Low High Expected volatility 54.8 % 55.6 % 52.4 % 53.6 % Expected dividend yield 0 % 0 % 0 % 0 % Risk-free interest rate 3.9 % 4.4 % 3.6 % 4.2 % Expected term (years) 4.5 5.3 5.0 5.8 | The fair value of stock options granted was estimated with the following assumptions: Years ended September 30, 2023 2022 Range Range Low High Low High Expected volatility 52.4 % 54.4 % 50.5 % 50.9 % Expected dividend yield 0 % 0 % 0 % 0 % Risk-free interest rate 3.6 % 4.2 % 1.0 % 3.6 % Expected term (years) 4.6 5.8 4.1 6.1 |
Schedule of Statements of Operations and Comprehensive Loss | The condensed consolidated statements of operations and comprehensive income (loss) include stock -based Three months ended December 31, 2023 2022 Cost of revenue $ — $ 11 Research and development 501 542 Selling, general and administrative 12,204 3,303 Total stock-based compensation expense $ 12,705 $ 3,856 | The statements of operations and comprehensive loss include stock -based Year ended September 30, 2023 2022 Cost of revenues $ 31 $ 14 Research and development 1,842 759 Selling, general and administrative 13,603 2,517 Total stock-based compensation expense $ 15,476 $ 3,290 |
Geographical Information (Table
Geographical Information (Tables) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Sep. 30, 2023 | |
Geographical Information [Abstract] | ||
Schedule of Company’s Revenue by Geographic Region | The Company’s revenues by geographic region, based on ship -to Three months ended 2023 2022 United States $ 268 $ 279 Czech Republic 17 185 Thailand — 213 Other — 2 Total net revenue $ 285 $ 679 | The Company’s revenue by geographic region, based on ship -to Year ended September 30, 2023 2022 United States $ 674 $ 1,841 Czech Republic 223 764 Thailand 300 677 Other 27 27 Total net revenue $ 1,224 $ 3,309 |
Reverse Recapitalization (Table
Reverse Recapitalization (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
Reverse Recapitalization [Abstract] | |
Schedule of Condensed Consolidated Financial Statements | The following tables reconcile elements of the Merger to the Company’s condensed consolidated financial statements, and should be read in conjunction with the footnotes referenced above: Shares Chavant public shares, net of redemptions 111,005 Chavant founder shares, net of shares forfeited 1,341,369 PIPE investors’ shares 1,975,000 Settlement of PIPE warrant 199,800 Sponsor PIPE subscription 199,737 Settlement of Sponsor Warrant 272,182 Settlement of warrant to non-redeeming shareholder 202,489 Amendment to Business Combination Marketing Agreement 280,000 Total Chavant shares outstanding immediately prior to the Merger 4,581,582 Legacy Mobix rollover shares 18,139,258 Conversion of Legacy Mobix convertible notes 30,045 Conversion of Legacy Mobix SAFEs 150,953 Total number of Class A common shares issued in the Merger 22,901,838 Closing proceeds: Proceeds from Chavant trust fund $ 1,264 Proceeds from PIPE investment 19,750 Closing disbursements: Legacy Mobix Merger-related transaction costs (3,747 ) Chavant Merger-related transaction costs (2,219 ) Net cash proceeds from the Merger at Closing 15,048 Mobix Merger-related transaction costs paid prior to closing (983 ) Net cash proceeds 14,065 Non-cash activity: Conversion of Legacy Mobix convertible notes to Class A Common Stock 206 Conversion of Legacy Mobix SAFEs to Class A Common Stock 1,522 Conversion of Legacy Mobix redeemable convertible preferred stock to Class B Common Stock 2,300 Unpaid Merger-related transaction costs assumed from Chavant (871 ) Unpaid Merger-related transaction costs of Legacy Mobix (1,633 ) Merger-related transaction costs expensed 4,009 Liability-classified instruments: Fair value of earnout liability (33,559 ) Fair value of PIPE make-whole liability (2,071 ) Fair value of Private Warrants (150 ) Net equity impact of the Merger $ (16,182 ) |
Acquisition of EMI Solutions (T
Acquisition of EMI Solutions (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
Acquisition of EMI Solutions [Abstract] | |
Schedule of Purchase Consideration and Allocation | The following table summarizes the amount of the aggregate purchase consideration and the preliminary allocation to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values, of which the valuation of intangible assets is subject to finalization: Purchase consideration: Contingently redeemable common stock issued to seller $ 8,856 Cash consideration (at present value) 2,041 $ 10,897 Allocation: Cash $ 45 Accounts receivable 387 Inventory 155 Other current assets 7 Property and equipment 107 Other assets 30 Intangible asset – customer relationships 6,100 Intangible asset – backlog 300 Intangible asset – trade name 100 Goodwill 5,542 Accounts payable (227 ) Accrued expenses (263 ) Deferred tax liability (1,386 ) $ 10,897 |
Schedule of Unaudited Pro Forma Revenues and Net Income (Loss) | The unaudited pro forma information is presented for informational purposes only and is not necessarily indicative of future operations or results had the acquisition occurred on October 1, 2022. Three months ended December 31, 2023 2022 Revenues $ 1,052 $ 1,233 Net income (loss) 944 (9,732 ) |
Nature of the Business and Ba_2
Nature of the Business and Basis of Presentation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2023 | Dec. 21, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 20, 2023 | Dec. 19, 2023 | |
Company Information [Line Items] | ||||||||
Gross proceeds | $ 21,014 | |||||||
Cash held in trust account | 1,264 | |||||||
Private investment | $ 19,750 | |||||||
Common stock, shares issued (in Shares) | 18,134,258 | |||||||
Common stock, shares outstanding (in Shares) | 18,134,258 | |||||||
Net loss | $ 935 | $ (9,390) | $ (39,621) | $ (23,867) | ||||
Accumulated deficit | 83,762 | |||||||
Gross proceeds | $ 21,014 | 21,014 | ||||||
Cash held in trust account | 1,264 | 1,264 | ||||||
Private investment in public equity | 19,750 | |||||||
Common stock price per share (in Dollars per share) | $ 0.01 | $ 0.01 | ||||||
Incurred losses from operations | (17,269) | $ (9,226) | (35,544) | (23,714) | ||||
Accumulated deficit | $ (82,827) | $ (82,827) | $ (83,762) | $ (44,141) | ||||
Class A Common Stock [Member] | ||||||||
Company Information [Line Items] | ||||||||
Per share (in Dollars per share) | $ 10 | |||||||
Common stock price per share (in Dollars per share) | $ 10 | $ 10 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Oct. 01, 2022 | Sep. 30, 2008 | |
Significant Accounting Policies [Line Items] | |||||
License fee | $ 450 | ||||
Consideration amount | $ 2,200 | 450 | |||
Advertising expense | 175 | $ 281 | |||
ROU assets | $ 990 | 1,030 | $ 1,169 | ||
Lease liabilities | $ 1,598 | $ 2,653 | $ 1,862 | $ 1,521 | |
Minimum [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Finite live intangible assets term | 1 year | 7 years | |||
Maximum [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Finite live intangible assets term | 15 years | 10 years |
Inventory (Details) - Schedule
Inventory (Details) - Schedule of Inventory - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 |
Schedule of Inventory [Abstract] | |||
Raw materials | $ 370 | $ 265 | $ 404 |
Finished goods | 52 | 54 | 166 |
Total inventory | $ 422 | $ 319 | $ 570 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Property and Equipment, Net [Absract] | ||||
Depreciation expense | $ 113 | $ 113 | $ 449 | $ 528 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of Property and Equipment - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Schedule of Property and Equipment [Line Items] | |||
Property and equipment gross | $ 3,005 | $ 2,893 | $ 2,390 |
Less: Accumulated depreciation | (1,146) | (1,034) | (627) |
Property and equipment, net | $ 1,858 | 1,859 | 1,763 |
Equipment and furniture [Member] | |||
Schedule of Property and Equipment [Line Items] | |||
Property and equipment gross | $ 858 | 895 | |
Equipment and furniture [Member] | Minimum [Member] | |||
Schedule of Property and Equipment [Line Items] | |||
Property and equipment estimated useful life | 5 | ||
Equipment and furniture [Member] | Maximum [Member] | |||
Schedule of Property and Equipment [Line Items] | |||
Property and equipment estimated useful life | 7 | ||
Laboratory Equipment [Member] | |||
Schedule of Property and Equipment [Line Items] | |||
Property and equipment estimated useful life | 5 | 5 | |
Property and equipment gross | $ 601 | $ 601 | 601 |
Leasehold Improvements [Member] | |||
Schedule of Property and Equipment [Line Items] | |||
Property and equipment estimated useful life | Shorter of estimated useful life or remaining lease term | Shorter of estimated useful life or remaining lease term | |
Property and equipment gross | $ 891 | $ 850 | 894 |
Construction in Progress [Member] | |||
Schedule of Property and Equipment [Line Items] | |||
Property and equipment gross | $ 584 | $ 584 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Intangible Assets, Net [Line Items] | ||||
Related to intangible assets (in Dollars) | $ 237 | $ 211 | $ 841 | $ 840 |
Intangible assets (in Dollars) | $ 237 | $ 211 | ||
Minimum [Member] | ||||
Intangible Assets, Net [Line Items] | ||||
Weighted-average remaining lives | 6 years 146 days | |||
Maximum [Member] | ||||
Intangible Assets, Net [Line Items] | ||||
Weighted-average remaining lives | 7 years 328 days | |||
Developed Technology Rights [Member] | ||||
Intangible Assets, Net [Line Items] | ||||
Weighted-average remaining lives | 6 years 36 days | |||
Customer Relationships [Member] | ||||
Intangible Assets, Net [Line Items] | ||||
Weighted-average remaining lives | 14 years 255 days | |||
Trade Names [Member] | ||||
Intangible Assets, Net [Line Items] | ||||
Weighted-average remaining lives | 2 years | |||
Backlog [Member] | ||||
Intangible Assets, Net [Line Items] | ||||
Weighted-average remaining lives | 1 year |
Intangible Assets, Net (Detai_2
Intangible Assets, Net (Details) - Schedule of Intangible Assets - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 |
Developed technology [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross | $ 7,289 | $ 7,289 | $ 7,289 |
Accumulated Amortization | (2,441) | (2,238) | (1,428) |
Net | 4,848 | $ 5,051 | 5,861 |
Developed technology [Member] | Minimum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated Useful Life (years) | 7 years | ||
Developed technology [Member] | Maximum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated Useful Life (years) | 10 years | ||
Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated Useful Life (years) | 10 years | ||
Gross | 6,400 | $ 300 | 300 |
Accumulated Amortization | (85) | (64) | (33) |
Net | $ 6,315 | $ 236 | $ 267 |
Intangible Assets, Net (Detai_3
Intangible Assets, Net (Details) - Schedule of Estimated Future Amortization Expense for Intangible Assets - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 30, 2023 |
Schedule Of Estimated Future Amortization Expense For Intangible Assets [Abstract] | ||
2024 | $ 1,361 | $ 840 |
2025 | 1,257 | 840 |
2026 | 1,247 | 840 |
2027 | 1,213 | 840 |
2028 | 806 | |
Thereafter | 5,274 | 1,121 |
Total | $ 11,550 | $ 5,287 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 |
Goodwill [Abstract] | |||
Goodwill | $ 10,759 | $ 5,217 | $ 5,217 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - Schedule of Accrued Expenses and Other Current Liabilities - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 |
Schedule of Accrued Expenses and Other Current Liabilities [Abstract] | |||
Accrued compensation and benefits | $ 2,778 | $ 2,841 | $ 613 |
Deferred rent | 634 | ||
Accrued professional fees | 1,008 | 273 | 494 |
Accrued interest | 304 | 59 | |
Deferred revenue | 91 | 138 | 35 |
Other | 1,464 | 963 | 918 |
Total accrued expenses and other current liabilities | $ 8,545 | $ 4,519 | $ 2,753 |
Net Loss Per Share (Details) -
Net Loss Per Share (Details) - Schedule of Net Loss Per Common Share of Basic and Diluted - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Schedule of Net Loss Per Common Share of Basic and Diluted [Line Items] | ||||
Net loss | $ 935 | $ (9,390) | $ (39,621) | $ (23,867) |
Weighted-average common shares outstanding – basic | 18,617,656 | 12,379,480 | 14,612,600 | 10,620,614 |
Net loss per common share – basic | $ 0.04 | $ (0.76) | $ (2.71) | $ (2.25) |
Net Loss Per Share (Details) _2
Net Loss Per Share (Details) - Schedule of Net Loss Per Common Share of Basic and Diluted (Parentheticals) - $ / shares | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Schedule of Net Loss Per Common Share of Basic and Diluted [Line Items] | ||||
Weighted-average common shares outstanding – diluted | 23,316,071 | 12,379,480 | 14,612,600 | 10,620,614 |
Net loss per common share – diluted | $ 0.04 | $ (0.76) | $ (2.71) | $ (2.25) |
Net Loss Per Share (Details) _3
Net Loss Per Share (Details) - Schedule of Dilutive Securities Not Included in Net Loss Per Common Share - shares | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Schedule of Dilutive Securities Not Included in Net Loss Per Common Share [Line Items] | ||
Antidilutive Securities | 9,070,467 | 19,322,676 |
Restricted Stock Units (RSUs) [Member] | ||
Schedule of Dilutive Securities Not Included in Net Loss Per Common Share [Line Items] | ||
Antidilutive Securities | 209,494 | 10,984,241 |
Share-Based Payment Arrangement, Option [Member] | ||
Schedule of Dilutive Securities Not Included in Net Loss Per Common Share [Line Items] | ||
Antidilutive Securities | 5,905,684 | 5,754,052 |
Convertible Preferred Stock [Member] | ||
Schedule of Dilutive Securities Not Included in Net Loss Per Common Share [Line Items] | ||
Antidilutive Securities | 2,254,901 | 2,254,901 |
Warrant [Member] | ||
Schedule of Dilutive Securities Not Included in Net Loss Per Common Share [Line Items] | ||
Antidilutive Securities | 700,388 | 200,000 |
Convertible Debt Securities [Member] | ||
Schedule of Dilutive Securities Not Included in Net Loss Per Common Share [Line Items] | ||
Antidilutive Securities | 129,482 |
Debt (Details) - 1
Debt (Details) - 1 - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2023 | May 31, 2023 | May 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Debt [Line Items] | |||||||||
Principal amount | $ 150,000 | ||||||||
Warrant to purchase (in Shares) | 500,000 | 400,000 | 200,000 | 605,000 | |||||
Exercise price per share (in Dollars per share) | $ 0.01 | $ 3 | $ 3 | $ 0.01 | $ 3 | $ 0.01 | $ 3 | ||
Warrants contractual terms | 1 year | 1 year | |||||||
Proceeds allocated to warrants | $ 3,000 | $ 79 | $ 6,000 | ||||||
Expected volatility rate | 55.60% | ||||||||
Expected dividend yield | 0% | ||||||||
Risk-free interest rate | 5.30% | ||||||||
Fair value of additional warrants | $ 3,415,000 | $ 1,598,000 | $ 60,000 | ||||||
Remaining principal balance | 1,503,000 | 1,286,000 | |||||||
Notes payable carrying amount | 1,503,000 | 1,286,000 | |||||||
Net of unamortized discount | 56,000 | 45,000 | |||||||
Principal payments | 18,000 | 825,000 | |||||||
Cash proceeds | $ 730,000 | $ 1,006,000 | |||||||
Repaid principal amount | $ 100,000 | ||||||||
Common Stock [Member] | |||||||||
Debt [Line Items] | |||||||||
Warrant to purchase (in Shares) | 78,000 | ||||||||
Minimum [Member] | |||||||||
Debt [Line Items] | |||||||||
Exercise price per share (in Dollars per share) | $ 0.01 | ||||||||
Expected dividend yield | 0% | 0% | 0% | 0% | |||||
Contractual term | 4 years 6 months | 5 years | 4 years 7 months 6 days | 4 years 1 month 6 days | |||||
Expected volatility | 54.80% | 52.40% | 52.40% | 50.50% | |||||
Maximum [Member] | |||||||||
Debt [Line Items] | |||||||||
Exercise price per share (in Dollars per share) | $ 6.84 | ||||||||
Expected dividend yield | 0% | 0% | 0% | 0% | |||||
Contractual term | 5 years 3 months 18 days | 5 years 9 months 18 days | 5 years 9 months 18 days | 6 years 1 month 6 days | |||||
Expected volatility | 55.60% | 53.60% | 54.40% | 50.90% | |||||
Notes Payable, Other Payables [Member] | |||||||||
Debt [Line Items] | |||||||||
Notes payable carrying amount | $ 1,503,000 | ||||||||
Promissory Notes [Member] | |||||||||
Debt [Line Items] | |||||||||
Remaining principal balance | $ 1,559,000 | ||||||||
Notes Payable, Other Payables [Member] | |||||||||
Debt [Line Items] | |||||||||
Aggregate principal amount | $ 531,000 | ||||||||
Warrant [Member] | |||||||||
Debt [Line Items] | |||||||||
Warrant to purchase (in Shares) | 47,020 | ||||||||
Exercise price per share (in Dollars per share) | $ 0.01 | ||||||||
Warrant [Member] | Additional Consideration [Member] | |||||||||
Debt [Line Items] | |||||||||
Warrant to purchase (in Shares) | 28,000 | ||||||||
Warrant [Member] | Notes Payable, Other Payables [Member] | |||||||||
Debt [Line Items] | |||||||||
Warrant to purchase (in Shares) | 25,000 | ||||||||
Notes Payable [Member] | Minimum [Member] | |||||||||
Debt [Line Items] | |||||||||
Bear interest | 6% | ||||||||
Notes Payable [Member] | Maximum [Member] | |||||||||
Debt [Line Items] | |||||||||
Bear interest | 8% | ||||||||
7% Promissory notes [Member] | |||||||||
Debt [Line Items] | |||||||||
Bear interest | 7% | 7% | |||||||
Promissory Notes-Related parties [Member] | |||||||||
Debt [Line Items] | |||||||||
Bear interest | 7% | ||||||||
Promissory notes percentage | 7% | ||||||||
Promissory Notes [Member] | |||||||||
Debt [Line Items] | |||||||||
Principal balance outstanding | $ 3,349,000 | ||||||||
Director [Member] | |||||||||
Debt [Line Items] | |||||||||
Principal amount | 4,000 | ||||||||
Notes Payable, Other Payables [Member] | |||||||||
Debt [Line Items] | |||||||||
Principal amount | $ 250,000 | $ 2,156,000 | |||||||
Warrant to purchase (in Shares) | 239,464 | ||||||||
Proceeds allocated to warrants | $ 790,000 | ||||||||
Expected volatility rate | 52.70% | ||||||||
Expected volatility rate maximum | 54.10% | ||||||||
Expected dividend yield | 0% | ||||||||
Remaining principal balance | $ 1,331,000 | ||||||||
Notes payable carrying amount | $ 1,286,000 | ||||||||
Warrants contractual terms | twelve | ||||||||
Notes Payable, Other Payables [Member] | Minimum [Member] | |||||||||
Debt [Line Items] | |||||||||
Exercise price per share (in Dollars per share) | $ 0.01 | ||||||||
Warrants contractual terms | 1 month | ||||||||
Risk-free interest rate | 3.60% | ||||||||
Contractual term | 1 year | ||||||||
Percentage of interest at rates | 6% | ||||||||
Notes Payable, Other Payables [Member] | Maximum [Member] | |||||||||
Debt [Line Items] | |||||||||
Exercise price per share (in Dollars per share) | $ 3 | ||||||||
Warrants contractual terms | 12 months | ||||||||
Risk-free interest rate | 5.50% | ||||||||
Contractual term | 12 years | 12 years | |||||||
Percentage of interest at rates | 76% | ||||||||
Notes Payable, Other Payables [Member] | Additional Consideration on $825 [Member] | |||||||||
Debt [Line Items] | |||||||||
Expected volatility rate | 52.70% | ||||||||
Expected volatility rate maximum | 54.10% | ||||||||
Expected dividend yield | 0% | ||||||||
Risk-free interest rate | 3.60% | ||||||||
Risk-free interest rate | 5.40% | ||||||||
Aggregate principal amount | $ 825,000 | ||||||||
Fair value of additional warrants | $ 2,238,000 | ||||||||
Notes Payable, Other Payables [Member] | Additional Consideration on $531 [Member] | |||||||||
Debt [Line Items] | |||||||||
Warrant to purchase (in Shares) | 78,000 | ||||||||
Exercise price per share (in Dollars per share) | $ 0.01 | ||||||||
Debt additional consideration, describtion | Another of the notes, having an aggregate principal amount of $531, also provides that in the event the Company fails to pay the principal amount by its October 5, 2023 maturity date, the Company must issue the purchaser as additional consideration a warrant to purchase 28,000 shares of its common stock for the first calendar month, and warrants to purchase an additional 25,000 shares for each successive calendar month, during which the note remains | ||||||||
Notes Payable, Other Payables [Member] | Warrant [Member] | Additional Consideration on $825 [Member] | |||||||||
Debt [Line Items] | |||||||||
Warrant to purchase (in Shares) | 385,000 | ||||||||
Promissory Notes-Related parties [Member] | |||||||||
Debt [Line Items] | |||||||||
Principal amount | $ 3,349,000 | ||||||||
Repaid principal amount | $ 100,000 | ||||||||
7% Promissory notes [Member] | |||||||||
Debt [Line Items] | |||||||||
Principal amount | $ 3,349,000 | ||||||||
Principal payments | 0 | $ 332,000 | |||||||
notes payable carrying amount | 3,349,000 | ||||||||
Promissory Notes-Related parties [Member] | |||||||||
Debt [Line Items] | |||||||||
Principal amount | $ 100,000 | ||||||||
Warrant to purchase (in Shares) | 2,924 | ||||||||
Exercise price per share (in Dollars per share) | $ 6.84 | ||||||||
Expected dividend yield | 0% | ||||||||
Risk-free interest rate | 5.40% | ||||||||
Contractual term | 12 months | ||||||||
notes payable carrying amount | $ 444,000 | ||||||||
Expected volatility | 54.10% | ||||||||
Promissory Notes-Related parties [Member] | Working Capital Note [Member] | |||||||||
Debt [Line Items] | |||||||||
Principal amount | 1,056,000 | 1,056,000 | |||||||
Net of unamortized discount | $ 50,000 | 50,000 | |||||||
Principal payments | $ 0 | 712,000 | |||||||
notes payable carrying amount | 344,000 | ||||||||
Cash proceeds | $ 1,006,000 | ||||||||
Promissory Notes-Related parties [Member] | Working Capital Note [Member] | Minimum [Member] | |||||||||
Debt [Line Items] | |||||||||
Bear interest | 2% | 2% | |||||||
Promissory Notes-Related parties [Member] | Working Capital Note [Member] | Maximum [Member] | |||||||||
Debt [Line Items] | |||||||||
Bear interest | 18% | 18% | |||||||
Promissory Notes-Related parties [Member] | Employee [Member] | |||||||||
Debt [Line Items] | |||||||||
Principal amount | 106,000 | ||||||||
Promissory Notes-Related parties [Member] | Director [Member] | |||||||||
Debt [Line Items] | |||||||||
Principal amount | $ 100,000 |
Debt (Details) - 2
Debt (Details) - 2 - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2023 | Sep. 30, 2023 | |
Debt [Line Items] | ||
Repaid principal amount | $ 100 | |
Related Party [Member] | ||
Debt [Line Items] | ||
Repaid principal amount | 344 | |
Promissory Notes-Related parties [Member] | ||
Debt [Line Items] | ||
Repaid principal amount | $ 100 | |
Promissory Notes-Related parties [Member] | ||
Debt [Line Items] | ||
notes payable carrying amount | $ 444 |
Debt (Details) - 3
Debt (Details) - 3 - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
May 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Debt [Line Items] | |||||||
Exchange for cash proceeds | $ 1,900 | ||||||
Purchase amount | $ 5,000 | 5,000 | |||||
Fair value of SAFEs | $ (10) | $ (50) | (655) | (83) | |||
Principal amount | 150 | ||||||
Carrying amount of SAFE | $ 1,983 | $ 1,512 | 1,983 | ||||
Warrant to purchase (in Shares) | 500,000 | 400,000 | 200,000 | 605,000 | |||
Common stock at exercise prices (in Dollars per share) | $ 0.01 | ||||||
Warrant [Member] | |||||||
Debt [Line Items] | |||||||
Warrant to purchase (in Shares) | 47,020 | ||||||
SAFEs [Member] | |||||||
Debt [Line Items] | |||||||
Exchange for cash proceeds | 1,900 | ||||||
Fair value of SAFEs | $ 655 | 83 | |||||
Original purchase amount | 900 | ||||||
Carrying amount of SAFEs | 1,126 | ||||||
Original purchase amount | $ 1,000 | ||||||
Carrying amount of SAFE | 1,512 | ||||||
Fair value | $ 50 | $ 10 | $ 50 | ||||
SAFEs [Member] | SAFE $900 [Member] | |||||||
Debt [Line Items] | |||||||
Purchase amount | $ 900 | $ 900 | |||||
Convertible shares, description | automatically convertible into shares of the Company’s common stock upon the occurrence of the Company’s next equity financing of not less than $5,000. These SAFEs are convertible at prices per share equal to discounts of 20% to 25% from the lowest per share purchase price of the Company’s equity securities in the financing. In the event of a dissolution prior to conversion, the Company must pay the holder of these SAFEs an amount equal to the purchase amount. In this case, the rights of the SAFE holders are senior to the Company’s capital stock and pari passu with any convertible debt of the Company. | ||||||
SAFEs [Member] | SAFE $1,000 [Member] | |||||||
Debt [Line Items] | |||||||
Purchase amount | 1,000 | $ 1,000 | |||||
Convertible shares, description | The conversion price of the preferred stock to be issued in exchange for the SAFEs would be equal to the greater of (i) the lowest price per share for preferred stock sold to investors in the initial closing of the equity financing, or (ii) the number of shares equal to the value of the SAFE, subject to a post money valuation cap of $175,000. If there is a liquidity event, including a change in control, a direct listing or an initial public offering, these SAFEs will be entitled to receive a portion of the proceeds equal to the greater of (i) the purchase amount or (ii) the amount payable on the number of shares of common stock equal to the purchase amount divided by the quotient obtained by dividing $175,000 by the Company’s total capitalization, including all shares and convertible securities (on an as-converted to common stock basis). In the event of a dissolution or liquidation of the Company, the holders of these SAFEs will be entitled to receive a cash-out amount equal to their original purchase price, which right is junior to the payment of the Company’s outstanding indebtedness and on par with the rights of other SAFEs and preferred stock. | ||||||
$925 Convertible Note [Member] | Convertible Debt [Member] | |||||||
Debt [Line Items] | |||||||
Convertible shares, description | The notes are mandatorily convertible into common stock in the event the Company consummates a private placement for an aggregate offering amount of at least $20,000 or upon the change in control of the Company. | ||||||
Principal amount | $ 925 | $ 925 | |||||
Bear interest | 5% | 5% | |||||
$925 Convertible Note [Member] | Convertible Debt [Member] | Minimum [Member] | |||||||
Debt [Line Items] | |||||||
Conversion price per share (in Dollars per share) | $ 5.02 | $ 5.02 | |||||
$925 Convertible Note [Member] | Convertible Debt [Member] | Maximum [Member] | |||||||
Debt [Line Items] | |||||||
Conversion price per share (in Dollars per share) | $ 6.84 | $ 6.84 | |||||
$250 Convertible Note [Member] | Convertible Debt [Member] | |||||||
Debt [Line Items] | |||||||
Convertible shares, description | The convertible note is also mandatorily convertible into common stock in the event the Company consummates a private placement, in a single transaction or series of related transactions, for an aggregate offering amount of at least $5,000. | ||||||
Principal amount | $ 250 | ||||||
Bear interest | 9% | ||||||
Conversion price per share (in Dollars per share) | $ 5 | ||||||
$300 Convertible Note [Member] | Convertible Debt [Member] | |||||||
Debt [Line Items] | |||||||
Converted shares (in Shares) | 187,971 | ||||||
Principal amount | $ 300 | $ 300 | |||||
Conversion price per share (in Dollars per share) | $ 6.84 | $ 6.84 | |||||
Original purchase amount | $ 875 | ||||||
$300 Convertible Note [Member] | Convertible Debt [Member] | Minimum [Member] | |||||||
Debt [Line Items] | |||||||
Conversion price per share (in Dollars per share) | $ 5 | ||||||
$300 Convertible Note [Member] | Convertible Debt [Member] | Maximum [Member] | |||||||
Debt [Line Items] | |||||||
Conversion price per share (in Dollars per share) | $ 5.02 | ||||||
Convertible Notes [Member] | |||||||
Debt [Line Items] | |||||||
Conversion price per share (in Dollars per share) | $ 6.84 | ||||||
Bore interest percentage | 16% | ||||||
Carrying amount of equity | $ 206 | ||||||
Class A Common Stock [Member] | SAFEs [Member] | |||||||
Debt [Line Items] | |||||||
Converted shares (in Shares) | 150,953,000 | ||||||
Convertible Notes Payable [Member] | $300 Convertible Note [Member] | Convertible Debt [Member] | |||||||
Debt [Line Items] | |||||||
Converted shares (in Shares) | 45,548 | ||||||
Convertible Notes Payable [Member] | Class A Common Stock [Member] | |||||||
Debt [Line Items] | |||||||
Converted shares (in Shares) | 30,045 | ||||||
Investor [Member] | Warrant [Member] | |||||||
Debt [Line Items] | |||||||
Warrant to purchase (in Shares) | 4,000 | ||||||
Investor [Member] | Convertible Notes Payable [Member] | Convertible Notes [Member] | |||||||
Debt [Line Items] | |||||||
Principal amount | $ 200 | ||||||
SAFEs [Member] | SAFEs [Member] | |||||||
Debt [Line Items] | |||||||
Purchase amount | $ 1,512 | ||||||
Converted shares (in Shares) | 170,835 | ||||||
SAFEs [Member] | Debt [Member] | SAFEs [Member] | |||||||
Debt [Line Items] | |||||||
Purchase amount | $ 1,900 | $ 1,900 |
Debt (Details) - Schedule of De
Debt (Details) - Schedule of Debt - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 |
Schedule of Debt [Line Items] | |||
Notes payable | $ 1,503 | $ 1,286 | |
SAFEs | 1,512 | 1,983 | |
Convertible notes | 625 | ||
Total debt | 4,952 | 6,591 | 6,301 |
Less: Amounts classified as current | (4,952) | (6,591) | (5,676) |
Noncurrent portion | 625 | ||
Related Party [Member] | |||
Schedule of Debt [Line Items] | |||
Notes payable – related parties | $ 3,449 | 3,793 | 3,693 |
Related Party [Member] | 7% Promissory notes [Member] | |||
Schedule of Debt [Line Items] | |||
Notes payable – related parties | 3,349 | 3,349 | |
Related Party [Member] | Promissory Notes-Related parties [Member] | |||
Schedule of Debt [Line Items] | |||
Notes payable – related parties | $ 444 | $ 344 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | Dec. 31, 2023 | Sep. 30, 2023 |
Promissory Notes-Related parties [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Notes payable | 7% | |
Promissory Notes [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Percentage of promissory notes | 7% |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Financial Instruments Measured at Fair Value - SAFE [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Schedule of Financial Instruments Measured at Fair Value [Line Items] | ||
Beginning, balance | $ 1,983 | |
Issuance of SAFEs | 1,900 | |
Change in fair value of SAFEs included in net loss | 655 | 83 |
Conversion of SAFEs to common stock | (1,126) | |
Ending, balance | $ 1,512 | $ 1,983 |
Leases (Details)
Leases (Details) | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2023 USD ($) m² | Dec. 31, 2022 USD ($) | Sep. 30, 2023 USD ($) shares | Sep. 30, 2022 USD ($) | Aug. 31, 2027 | Oct. 01, 2022 USD ($) | Sep. 30, 2008 USD ($) | |
Leases (Details) [Line Items] | |||||||
Remaining terms | 3 years 10 months 24 days | ||||||
Lease covering (in Shares) | shares | 19,436 | ||||||
Lease security deposit | $ 400 | $ 400,000 | |||||
ROU assets | 990,000 | 1,030,000 | $ 1,169,000 | ||||
Operating Lease, Liability | 1,598,000 | 2,653,000 | $ 1,862,000 | $ 1,521,000 | |||
Deferred Rent Credit | 693,000 | ||||||
Operating lease liabilities | $ 136 | $ 132 | $ 530,000 | ||||
Weighted average discount rate | 15.60% | 15.60% | |||||
Lease cost | $ 102,000 | $ 181,000 | $ 662,000 | $ 565,000 | |||
Lease covering (in Square Meters) | m² | 19,436 | ||||||
Remaining lease term | 3 years 7 months 6 days | ||||||
Forecast [Member] | |||||||
Leases (Details) [Line Items] | |||||||
Remaining terms | 3 years 10 months 24 days | ||||||
Forecast [Member] | Lease Agreements [Member] | |||||||
Leases (Details) [Line Items] | |||||||
Remaining terms | 3 years 8 months 12 days |
Leases (Details) - Schedule of
Leases (Details) - Schedule of Lease Costs Included in the Statement of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Schedule Of Lease Costs Included In The Statement Of Operations And Comprehensive Loss Abstract | ||||
Operating lease cost | $ 100 | $ 101 | $ 396 | |
Short-term lease cost | 2 | 80 | 266 | |
Total lease cost | $ 102 | $ 181 | $ 662 | $ 565 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of Maturity of Operating Lease Liabilities - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2022 | Sep. 30, 2008 |
Schedule Of Maturity Of Operating Lease Liabilities Abstract | |||||
2024 | $ 537 | $ 530 | $ 526 | ||
2025 | 526 | 537 | 545 | ||
2026 | 545 | 526 | 515 | ||
2027 | 516 | 545 | |||
Total minimum lease payments | 2,124 | 1,987 | |||
Less: imputed interest | (526) | (466) | |||
Total | 1,598 | $ 1,862 | 2,653 | 1,521 | |
Less: current obligations under leases | $ (325) | (318) | (325) | ||
Long-term lease obligations | $ 1,196 | 1,280 | 1,196 | ||
2023 | 537 | 530 | 526 | ||
2024 | 526 | 537 | 545 | ||
2025 | 545 | 526 | 515 | ||
2026 | 516 | 545 | |||
2027 | 515 | ||||
Total | $ 1,598 | $ 1,862 | $ 2,653 | $ 1,521 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Sep. 30, 2022 | |
Commitments and Contingencies (Details) [Line Items] | ||||
Future minimum payments | $ 1,353 | $ 984 | ||
Estimated liability | $ 8,434 | |||
Shares of common stock (in Shares) | 1,233,108 | |||
Estimated amount of liability | $ 8,434 | |||
Common Stock [Member] | ||||
Commitments and Contingencies (Details) [Line Items] | ||||
Shares of common stock (in Shares) | 1,233,108 | 1,233,108 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Taxes (Details) [Line Items] | ||||
Federal statutory income tax rate | 21% | |||
Increased of valuation allowance | $ 7,936 | $ 4,856 | ||
Accumulated federal and state net operating losses | 31,574 | |||
Unrecognized tax benefits | 2,080 | 2,080 | ||
Capitalized of costs | 13,486 | |||
Provision (benefit) for income taxes | $ 1,280 | $ 31 | ||
Deferred tax liability | 1,386 | 86 | 20 | |
Income tax benefit | $ (1,280) | $ 31 | 67 | $ (273) |
Income Taxes [Member] | ||||
Income Taxes (Details) [Line Items] | ||||
Accumulated federal and state net operating losses | $ 29,979 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Provision for Income Taxes - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Current | ||||
Federal | ||||
State | 1 | 1 | ||
Total current | 1 | 1 | ||
Deferred | ||||
Federal | 66 | (274) | ||
State | ||||
Total deferred | $ (1,280) | 66 | (274) | |
Provision (benefit) for income taxes | $ (1,280) | $ 31 | $ 67 | $ (273) |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Loss Before Income Taxes Rate - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Schedule of Loss Before Income Taxes Rate [Abstract] | ||||
Income tax benefit computed at the U.S. federal statutory rate | $ (8,306) | $ (5,070) | ||
State and local income tax benefits, net of federal benefit | (1,498) | (481) | ||
Change in valuation allowance | 7,936 | 4,856 | ||
Non-deductible transaction costs | 635 | 351 | ||
Fair value of warrants issued to lenders | 470 | |||
Research and development credits | 58 | (58) | ||
State tax rate change | (22) | (148) | ||
Other | 794 | 277 | ||
Provision (benefit) for income taxes | $ (1,280) | $ 31 | $ 67 | $ (273) |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of Deferred Tax Liabilities - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 |
Deferred tax assets: | |||
Net operating losses | $ 8,268 | $ 4,953 | |
Section 174 capitalized costs | 2,832 | 1,548 | |
Stock-based compensation | 3,632 | 620 | |
Research and development credits | 398 | ||
Lease liabilities | 376 | ||
Interest limitation | 134 | ||
Accrued liabilities | 581 | 135 | |
Other | 137 | 24 | |
Total gross deferred tax assets | 15,826 | 7,812 | |
Valuation allowance | (14,287) | (6,351) | |
Net deferred tax assets | 1,539 | 1,461 | |
Deferred tax liabilities: | |||
Intangible asset amortization | (1,245) | (1,399) | |
Fixed asset depreciation | (137) | (44) | |
Operating lease ROU assets | (243) | ||
Other | (38) | ||
Total gross deferred tax liabilities | (1,625) | (1,481) | |
Deferred tax liabilities, net | $ (1,386) | $ (86) | $ (20) |
Equity (Details)
Equity (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Dec. 20, 2023 | Jun. 30, 2023 | May 31, 2023 | May 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Equity (Details) [Line Items] | ||||||||||
Shares authorized | 57,400,000 | 57,400,000 | 57,400,000 | |||||||
Common stock vote | The common stock is entitled to one vote per share. | |||||||||
Issuance of common stock | 202,692 | 1,958,312 | ||||||||
Private placement net proceeds (in Dollars) | $ 3,286 | $ 13,396,000 | $ 9,764,000 | |||||||
Shares of common stock | 500,000 | 400,000 | 200,000 | 605,000 | ||||||
Price per share (in Dollars per share) | $ 0.01 | $ 3 | $ 3 | $ 0.01 | $ 3 | $ 0.01 | $ 3 | |||
Exercised warrant to purchase | 260,000 | 560,000 | ||||||||
Common stock proceeds (in Dollars) | $ 3,000 | $ 79 | $ 6,000 | |||||||
Issued shares | 964,912 | |||||||||
Receivables (in Dollars) | $ 117,000 | $ 117,000 | ||||||||
Authorized to issue | 2,600,000 | |||||||||
Original issue price (in Dollars per share) | $ 1.38 | |||||||||
Voting | Each holder of shares of redeemable convertible preferred stock is entitled to ten votes and shall have voting rights and powers equal to the voting rights and powers of the common stock. The Company’s board of directors is comprised of seven directors, of which four shall be elected by the holders of the Founders Redeemable Convertible Preferred Stock and three of which shall be elected by the holders of the redeemable convertible preferred stock and common stock voting together as a single class. | |||||||||
Contractual term | 1 year | 1 year | ||||||||
Expected dividend yield | 0% | |||||||||
Fair value of warrant (in Dollars) | $ 3,415,000 | $ 1,598,000 | $ 60,000 | |||||||
Interest rate | 5.40% | |||||||||
Convert outstanding share | Class B Common Stock into one share of Class A Common Stock | |||||||||
Common stock Issued | 11,868,397 | 16,692,175 | 11,868,397 | |||||||
Measurement Input, Price Volatility [Member] | ||||||||||
Equity (Details) [Line Items] | ||||||||||
Expected volatility | 53.80% | 52.70% | 51.90% | |||||||
Measurement Input, Expected Dividend Rate [Member] | ||||||||||
Equity (Details) [Line Items] | ||||||||||
Expected dividend yield | ||||||||||
Measurement Input, Risk Free Interest Rate [Member] | ||||||||||
Equity (Details) [Line Items] | ||||||||||
Risk-free interest rate | 4.10% | 3.60% | 3.30% | |||||||
Measurement Input, Expected Term [Member] | ||||||||||
Equity (Details) [Line Items] | ||||||||||
Contractual term | 2 years | 1 year | 1 year | |||||||
Common Stock [Member] | ||||||||||
Equity (Details) [Line Items] | ||||||||||
Issuance of common stock | 1,958,312 | 1,460,644 | ||||||||
Shares of common stock | 78,000 | |||||||||
Issued shares | 1,266,892 | |||||||||
Warrants to purchase | 700,388 | |||||||||
Minimum [Member] | ||||||||||
Equity (Details) [Line Items] | ||||||||||
Price per share (in Dollars per share) | $ 0.01 | |||||||||
Expected volatility | 54.80% | 52.40% | 52.40% | 50.50% | ||||||
Expected dividend yield | 0% | 0% | 0% | 0% | ||||||
Risk-free interest rate | 3.90% | 3.60% | 3.60% | 1% | ||||||
Contractual term | 4 years 6 months | 5 years | 4 years 7 months 6 days | 4 years 1 month 6 days | ||||||
Maximum [Member] | ||||||||||
Equity (Details) [Line Items] | ||||||||||
Price per share (in Dollars per share) | $ 6.84 | |||||||||
Expected volatility | 55.60% | 53.60% | 54.40% | 50.90% | ||||||
Expected dividend yield | 0% | 0% | 0% | 0% | ||||||
Risk-free interest rate | 4.40% | 4.20% | 4.20% | 3.60% | ||||||
Contractual term | 5 years 3 months 18 days | 5 years 9 months 18 days | 5 years 9 months 18 days | 6 years 1 month 6 days | ||||||
Warrants Issused to non-service providers [Member] | ||||||||||
Equity (Details) [Line Items] | ||||||||||
Shares of common stock | 300,000 | |||||||||
Price per share (in Dollars per share) | $ 3 | $ 3 | ||||||||
Exercised warrant to purchase | 300,000 | |||||||||
Common stock proceeds (in Dollars) | $ 900,000 | |||||||||
Warrants Issued to Service PRovider [Member] | ||||||||||
Equity (Details) [Line Items] | ||||||||||
Shares of common stock | 50,000 | |||||||||
Price per share (in Dollars per share) | $ 0.01 | |||||||||
Fair value of warrant (in Dollars) | $ 406,000 | |||||||||
Warrants Issued to Service PRovider [Member] | Measurement Input, Price Volatility [Member] | ||||||||||
Equity (Details) [Line Items] | ||||||||||
Expected volatility | 54.10% | |||||||||
Warrants Issued to Service PRovider [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||||||
Equity (Details) [Line Items] | ||||||||||
Expected dividend yield | ||||||||||
Cosemi Technologies Inc [Member] | ||||||||||
Equity (Details) [Line Items] | ||||||||||
Issued shares | 1,266,892 | |||||||||
Founders Redeemable Convertible Preferred Stock [Member] | ||||||||||
Equity (Details) [Line Items] | ||||||||||
Authorized to issue | 600,000 | |||||||||
Series A Preferred Stock [Member] | ||||||||||
Equity (Details) [Line Items] | ||||||||||
Authorized to issue | 2,000,000 | |||||||||
Class A Common Stock [Member] | ||||||||||
Equity (Details) [Line Items] | ||||||||||
Shares authorized | 285,000,000 | 285,000,000 | ||||||||
Common stock vote | one | |||||||||
Price per share (in Dollars per share) | $ 18 | |||||||||
Common stock Issued | 23,544,492 | 0 | ||||||||
Class A Common Stock [Member] | Common Stock [Member] | ||||||||||
Equity (Details) [Line Items] | ||||||||||
Issuance of common stock | ||||||||||
Class B Common Stock [Member] | ||||||||||
Equity (Details) [Line Items] | ||||||||||
Shares authorized | 5,000,000 | 5,000,000 | ||||||||
Common stock vote | ten | |||||||||
Common stock Issued | 2,254,901 | 0 | ||||||||
Class B Common Stock [Member] | Common Stock [Member] | ||||||||||
Equity (Details) [Line Items] | ||||||||||
Issuance of common stock | ||||||||||
Common Stock [Member] | ||||||||||
Equity (Details) [Line Items] | ||||||||||
Issuance of common stock | 482,171 | |||||||||
Issued shares | 964,912 | |||||||||
Legacy Mobix [Member] | ||||||||||
Equity (Details) [Line Items] | ||||||||||
Issuance of common stock | 773,889 | |||||||||
Private placement net proceeds (in Dollars) | $ 5,295 | |||||||||
Shares of common stock | 27,413 | |||||||||
Price per share (in Dollars per share) | $ 0.01 | |||||||||
Legacy Mobix [Member] | Class A Common Stock [Member] | ||||||||||
Equity (Details) [Line Items] | ||||||||||
Common stock Issued | 18,134,258 | |||||||||
Legacy Mobix [Member] | Series A Redeemable Convertible Preferred Stock [Member] | ||||||||||
Equity (Details) [Line Items] | ||||||||||
Shares of preferred stock | 10,000,000 | |||||||||
Preferred stock par share (in Dollars per share) | $ 0.00001 |
Equity (Details) - Schedule of
Equity (Details) - Schedule of Common Stock Available for Issuance - shares | Dec. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 |
Schedule of Common Stock Available for Issuance [Line Items] | ||||
Authorized number of shares of common stock | 57,400,000 | 57,400,000 | ||
Common stock outstanding | 23,544,492 | 16,692,175 | 11,868,397 | |
Reserve for conversion of Redeemable Convertible Preferred Stock | 2,254,901 | |||
Reserve for exercise of common stock warrants | 700,388 | 400,000 | ||
Stock options and RSUs outstanding under equity incentive plans | 9,513,647 | 6,115,178 | ||
Awards available for grant under equity incentive plans | 2,290,183 | 12,068,156 | ||
Common stock available for issuance | 229,690,792 | 19,224,103 | ||
Redeemable Convertible Preferred Stock [Member] | ||||
Schedule of Common Stock Available for Issuance [Line Items] | ||||
Reserve for conversion of Redeemable Convertible Preferred Stock | 600,000 | |||
Series A Preferred Stock [Member] | ||||
Schedule of Common Stock Available for Issuance [Line Items] | ||||
Reserve for conversion of Redeemable Convertible Preferred Stock | 2,000,000 |
Equity (Details) - Schedule o_2
Equity (Details) - Schedule of Company’s Redeemable Convertible Preferred Stock Outstanding - USD ($) | Dec. 20, 2023 | Dec. 19, 2023 | Sep. 30, 2023 |
Schedule of Company’s Redeemable Convertible Preferred Stock Outstanding [Line Items] | |||
Shares Authorized | 2,600,000 | ||
Shares Issued and Outstanding | 2,254,901 | ||
Issuance Price Per Share | $ 0.01 | $ 0.01 | |
Aggregate Liquidation Preference | $ 2,300,000 | ||
Carrying Value | $ 2,300 | ||
Founders Redeemable Convertible Preferred Stock [Member] | |||
Schedule of Company’s Redeemable Convertible Preferred Stock Outstanding [Line Items] | |||
Shares Authorized | 600,000 | ||
Shares Issued and Outstanding | 588,235 | ||
Issuance Price Per Share | $ 0.00001 | ||
Per Share Conversion Price | $ 0.00001 | ||
Aggregate Liquidation Preference | |||
Carrying Value | |||
Series A Redeemable Convertible Preferred Stock [Member] | |||
Schedule of Company’s Redeemable Convertible Preferred Stock Outstanding [Line Items] | |||
Shares Authorized | 2,000,000 | ||
Shares Issued and Outstanding | 1,666,666 | ||
Issuance Price Per Share | $ 1.38 | ||
Per Share Conversion Price | $ 1.38 | ||
Aggregate Liquidation Preference | $ 2,300,000 | ||
Carrying Value | $ 2,300 |
Equity Incentive Plans (Details
Equity Incentive Plans (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||
Nov. 30, 2022 | May 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Nov. 01, 2022 | Oct. 31, 2022 | |
Equity Incentive Plans (Details) [Line Items] | |||||||||||
Aggregate shares of common stock (in Shares) | 18,350,000 | ||||||||||
Stock based compensation expense | $ 12,705 | $ 3,856 | $ 15,476 | $ 3,290 | |||||||
Weighted-average period | 2 years 109 days | 2 years 109 days | |||||||||
Issued of aggregate shares (in Shares) | 500,000 | 400,000 | 200,000 | 605,000 | |||||||
Unrecognized compensation expense | $ 4,963 | $ 5,401 | |||||||||
Stock options outstanding | 7,587 | 22,661 | |||||||||
Stock options exercisable | 7,587 | 19,981 | |||||||||
Total intrinsic value | 1,639 | 0 | 0 | 998 | |||||||
Fair value of options vested | $ 903 | $ 785 | $ 4,880 | $ 2,253 | |||||||
Weighted-average grant date fair value of options (in Dollars per share) | $ 3.5 | $ 3.6 | $ 3.61 | $ 3.4 | |||||||
Reserved shares of common stock (in Shares) | 229,690,792 | 19,224,103 | |||||||||
Fair market value percentage | 85% | ||||||||||
Common stock warrants (in Shares) | 400,000 | 400,000 | 700,388 | ||||||||
Purchased shares (in Shares) | 390,440 | ||||||||||
2023 Equity Incentive Plan [Member] | |||||||||||
Equity Incentive Plans (Details) [Line Items] | |||||||||||
Reserved shares of common stock (in Shares) | 2,290,183 | ||||||||||
2023 Employee Stock Purchase Plan [Member] | |||||||||||
Equity Incentive Plans (Details) [Line Items] | |||||||||||
Reserved shares of common stock (in Shares) | 858,935 | ||||||||||
Class A Common Stock [Member] | |||||||||||
Equity Incentive Plans (Details) [Line Items] | |||||||||||
Common stock warrants (in Shares) | 130,000 | 300,000 | |||||||||
Purchased shares (in Shares) | 1,975,000 | ||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||
Equity Incentive Plans (Details) [Line Items] | |||||||||||
Stock based compensation expense | $ 3,203 | ||||||||||
Unrecognized compensation expense | $ 847 | ||||||||||
Weighted-average period | 3 years 328 days | 1 year 109 days | |||||||||
Aggregate of RSUs shares (in Shares) | 4,104,746 | 209,494 | |||||||||
Agreed to forfeit shares (in Shares) | 670,000 | ||||||||||
Issued of aggregate shares (in Shares) | 5,000,000 | ||||||||||
Employees shares (in Shares) | 10,000,000 | ||||||||||
Forfeited shares (in Shares) | 10,000,000 | ||||||||||
Common stock warrants (in Shares) | 1,000,000 | ||||||||||
Stock based compensation expense | $ 10,858 | ||||||||||
Unrecognized compensation expense related | $ 33,628 | $ 33,628 | |||||||||
Restricted Stock Units (RSUs) [Member] | Agreement I [Member] | |||||||||||
Equity Incentive Plans (Details) [Line Items] | |||||||||||
RSUs granted, description | RSUs granted under Agreement I include two vesting schedules where 50% of the awards vest upon the closing of two acquisitions where the Company acquires at least a majority of the voting power or purchases substantially all of the assets of the target and 50% vest upon the satisfaction of revenue performance conditions. | ||||||||||
Restricted Stock Units (RSUs) [Member] | Agreement II [Member] | |||||||||||
Equity Incentive Plans (Details) [Line Items] | |||||||||||
RSUs granted, description | RSUs granted under Agreement II vest at the earlier of (i) a service-based component beginning after a change of control, or (ii) service-based vesting subject to a 50% cliff after 10 to 14.5 months. | ||||||||||
Restricted Stock Units (RSUs) [Member] | Service-based Vesting [Member] | |||||||||||
Equity Incentive Plans (Details) [Line Items] | |||||||||||
Stock based compensation expense | $ 4,833 | $ 372 | |||||||||
Restricted Stock Units (RSUs) [Member] | Officers and Key Employees [Member] | |||||||||||
Equity Incentive Plans (Details) [Line Items] | |||||||||||
Aggregate of RSUs shares (in Shares) | 10,000,000 | ||||||||||
Agreed to forfeit shares (in Shares) | 10,000,000 | ||||||||||
Issued of aggregate shares (in Shares) | 5,000,000 | ||||||||||
Stock Options [Member] | Class A Common Stock [Member] | |||||||||||
Equity Incentive Plans (Details) [Line Items] | |||||||||||
Settled shares (in Shares) | 168,235 |
Equity Incentive Plans (Detai_2
Equity Incentive Plans (Details) - Schedule of Summary of Activity in the Company's RSUs - Restricted Stock Units (RSUs) [Member] | 12 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Equity Incentive Plans (Details) - Schedule of Summary of Activity in the Company's RSUs [Line Items] | |
Number of units outstanding, Beginning | shares | 10,984,241 |
Weighted-Average Grant Date Fair Value per Unit outstanding, Beginning | $ / shares | $ 6.84 |
Number of units Cancelled | shares | (10,774,747) |
Weighted-Average Grant Date Fair Value per Unit, Cancelled | $ / shares | $ 6.84 |
Number of units outstanding, Ending | shares | 209,494 |
Weighted-Average Grant Date Fair Value per Unit outstanding, Ending | $ / shares | $ 6.84 |
Equity Incentive Plans (Detai_3
Equity Incentive Plans (Details) - Schedule of Stock Option Activity - Stock option activity [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Sep. 30, 2023 | |
Equity Incentive Plans (Details) - Schedule of Stock Option Activity [Line Items] | ||
Number of Options, Outstanding, Beginning balance | 5,905,684 | 5,754,052 |
Weighted-Average Exercise Price per Share, Outstanding, Beginning balance | $ 4.28 | $ 4.16 |
Number of Options, Outstanding - Ending | 5,408,901 | 5,905,684 |
Weighted-Average Exercise Price per Share, Outstanding - Ending | $ 4.14 | $ 4.28 |
Weighted-Average Remaining Contractual Term (Years), Outstanding - Ending | 7 years 4 months 24 days | 7 years 6 months |
Number of Options, Exercisable - Ending | 4,055,326 | 4,226,353 |
Weighted-Average Exercise Price per Share, Exercisable - Ending | $ 3.29 | $ 3.39 |
Weighted-Average Remaining Contractual Term (Years), Exercisable - Ending | 7 years | 7 years 1 month 6 days |
Number of Options, Granted | 32,200 | 780,506 |
Weighted-Average Exercise Price per Share, Granted | $ 6.84 | $ 6.84 |
Number of Options, Forfeited | (628,874) | |
Weighted-Average Exercise Price per Share, Forfeited | $ 6.37 |
Equity Incentive Plans (Detai_4
Equity Incentive Plans (Details) - Schedule of Weighted-Average Grant Date Fair Value of Options Granted | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Low [Member] | ||||
Equity Incentive Plans (Details) - Schedule of Weighted-Average Grant Date Fair Value of Options Granted [Line Items] | ||||
Expected volatility | 54.80% | 52.40% | 52.40% | 50.50% |
Expected dividend yield | 0% | 0% | 0% | 0% |
Risk-free interest rate | 3.90% | 3.60% | 3.60% | 1% |
Expected term (years) | 4 years 6 months | 5 years | 4 years 7 months 6 days | 4 years 1 month 6 days |
High [Member] | ||||
Equity Incentive Plans (Details) - Schedule of Weighted-Average Grant Date Fair Value of Options Granted [Line Items] | ||||
Expected volatility | 55.60% | 53.60% | 54.40% | 50.90% |
Expected dividend yield | 0% | 0% | 0% | 0% |
Risk-free interest rate | 4.40% | 4.20% | 4.20% | 3.60% |
Expected term (years) | 5 years 3 months 18 days | 5 years 9 months 18 days | 5 years 9 months 18 days | 6 years 1 month 6 days |
Equity Incentive Plans (Detai_5
Equity Incentive Plans (Details) - Schedule of Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 12,705 | $ 3,856 | $ 15,476 | $ 3,290 |
Cost of Sales [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 11 | 31 | 14 | |
Research and Development Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 501 | 542 | 1,842 | 759 |
Selling, General and Administrative Expenses [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 12,204 | $ 3,303 | $ 13,603 | $ 2,517 |
Concentrations (Details)
Concentrations (Details) - Customer Concentration Risk [Member] | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue Benchmark [Member] | Two Customer [Member] | ||||
Concentrations (Details) [Line Items] | ||||
Risk percentage | 67% | 93% | 86% | |
Revenue Benchmark [Member] | One Customer [Member] | ||||
Concentrations (Details) [Line Items] | ||||
Risk percentage | 17% | 86% | ||
Accounts Receivable [Member] | Two Customer [Member] | ||||
Concentrations (Details) [Line Items] | ||||
Risk percentage | 97% | 76% |
Geographical Information (Detai
Geographical Information (Details) - Schedule of Company’s Revenue by Geographic Region - Revenue [Member] - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Geographical Information (Details) - Schedule of Company’s Revenue by Geographic Region [Line Items] | ||||
Total net revenue | $ 285 | $ 679 | $ 1,224 | $ 3,309 |
United States [Member] | ||||
Geographical Information (Details) - Schedule of Company’s Revenue by Geographic Region [Line Items] | ||||
Total net revenue | 268 | 279 | 674 | 1,841 |
Czech Republic [Member] | ||||
Geographical Information (Details) - Schedule of Company’s Revenue by Geographic Region [Line Items] | ||||
Total net revenue | 17 | 185 | 223 | 764 |
Thailand [Member] | ||||
Geographical Information (Details) - Schedule of Company’s Revenue by Geographic Region [Line Items] | ||||
Total net revenue | 213 | 300 | 677 | |
Other [Member] | ||||
Geographical Information (Details) - Schedule of Company’s Revenue by Geographic Region [Line Items] | ||||
Total net revenue | $ 2 | $ 27 | $ 27 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 21, 2023 | Dec. 20, 2023 | Dec. 19, 2023 | Jan. 31, 2024 | Oct. 31, 2023 | May 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Mar. 18, 2024 | |
Subsequent Events (Details) [Line Items] | |||||||||||||
shares of common stock | 202,692 | 1,958,312 | |||||||||||
Warrant to purchase | 500,000 | 400,000 | 200,000 | 605,000 | |||||||||
Exercise price | $ 0.01 | $ 3 | $ 3 | $ 0.01 | $ 3 | $ 0.01 | $ 3 | ||||||
Loan agreement | $ 150,000 | ||||||||||||
Exercise price per share | $ 0.01 | $ 0.01 | |||||||||||
Price per share | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||
Redeem shares | 199,737 | ||||||||||||
Warrant issued | 9,000,000 | ||||||||||||
Exceeds per share | $ 6.84 | ||||||||||||
Common stock shares issued | 11,868,397 | 16,692,175 | 11,868,397 | ||||||||||
Commitment fee | $ 1,500 | ||||||||||||
Aggregate purchase price percentage | 30% | ||||||||||||
Legal fees | $ 75 | ||||||||||||
Purchase agreement amount | $ 5 | ||||||||||||
Common Stock [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
shares of common stock | 1,958,312 | 1,460,644 | |||||||||||
Warrant to purchase | 78,000 | ||||||||||||
Subsequent Event [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Net proceeds | $ 3,285,000 | ||||||||||||
Warrant to purchase | 3,500,000 | ||||||||||||
Exercise price | $ 0.01 | ||||||||||||
Granted stock options | 12,200 | ||||||||||||
Weighted-average exercise price | $ 6.84 | ||||||||||||
Redeem shares | 73,706 | ||||||||||||
Warrant issued | 202,672 | ||||||||||||
Common stock par value | $ 0.00001 | ||||||||||||
Warrants converted | 202,489 | ||||||||||||
Percentage of reduced workforce on employees temporary furlough | 35% | ||||||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
shares of common stock | 480,271 | ||||||||||||
EMI Solutions Inc [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Common stock in cash | $ 10,897,000 | ||||||||||||
Cash portion | $ 2,041,000 | ||||||||||||
EMI Solutions Inc [Member] | Subsequent Event [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Acquisition consisted of shares | 964,912 | ||||||||||||
Cash portion | $ 155,000 | ||||||||||||
Chavant Capital Acquisition Corp. [Member] | Subsequent Event [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Warrant to purchase | 1,750,000 | ||||||||||||
Common stock in cash | $ 21,063,000 | ||||||||||||
Cash portion | 19,750,000 | ||||||||||||
Cash [Member] | Chavant Capital Acquisition Corp. [Member] | Subsequent Event [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Cash portion | $ 1,263,000 | ||||||||||||
Convertible Debt [Member] | Subsequent Event [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Warrant to purchase | 4,000 | ||||||||||||
Notes Payable [Member] | Subsequent Event [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Loan agreement | $ 150,000 | ||||||||||||
Finance charge | 66,000 | ||||||||||||
Notes Payable [Member] | Subsequent Event [Member] | Prepayment Fee [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Finance charge | 49,000 | ||||||||||||
Convertible Debt [Member] | Subsequent Event [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Loan agreement | $ 200,000 | ||||||||||||
Bear interest | 16% | ||||||||||||
Conversion price | $ 6.84 | ||||||||||||
Class A Common Stock [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Exercise price | $ 18 | ||||||||||||
Exercise price per share | 10 | ||||||||||||
Price per share | $ 0.00001 | $ 0.00001 | |||||||||||
Common stock par value | $ 10 | ||||||||||||
Warrants converted | 78,000 | ||||||||||||
Common stock shares issued | 23,544,492 | 0 | |||||||||||
Class A Common Stock [Member] | Common Stock [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
shares of common stock | |||||||||||||
Class A Common Stock [Member] | Subsequent Event [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Warrant to purchase | 27,413 | ||||||||||||
Common stock par value | $ 12.5 | ||||||||||||
Additional shares | 1,750,000 | ||||||||||||
Exceeds per share | $ 15 | ||||||||||||
Common stock shares issued | 9,500,000 | ||||||||||||
Class A Common Stock [Member] | Chavant Capital Acquisition Corp. [Member] | Subsequent Event [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Exercise price per share | 10 | ||||||||||||
Price per share | $ 0.00001 | ||||||||||||
Class A Common Stock [Member] | Chavant Capital Acquisition Corp. [Member] | Subsequent Event [Member] | Subscription Agreements, Equity [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
shares of common stock | 475,000 | ||||||||||||
Net proceeds | $ 4,750,000 | ||||||||||||
Exercise price per share | $ 10 | ||||||||||||
Class B Common Stock [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Price per share | $ 0.00001 | $ 0.00001 | |||||||||||
Common stock shares issued | 2,254,901 | 0 | |||||||||||
Class B Common Stock [Member] | Common Stock [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
shares of common stock | |||||||||||||
Class B Common Stock [Member] | Chavant Capital Acquisition Corp. [Member] | Subsequent Event [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Price per share | $ 0.00001 | ||||||||||||
Convertible Debt [Member] | Subsequent Event [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Exercise price | $ 0.01 | ||||||||||||
Investor [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Exercise price | $ 0.01 | ||||||||||||
Investor [Member] | Chavant Capital Acquisition Corp. [Member] | Subsequent Event [Member] | Subscription Agreements, Equity [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Net proceeds | $ 15,000,000 | ||||||||||||
Investor [Member] | Class A Common Stock [Member] | Chavant Capital Acquisition Corp. [Member] | Subsequent Event [Member] | Subscription Agreements, Equity [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
shares of common stock | 1,500,000 | ||||||||||||
Price per share | $ 10 | ||||||||||||
Sponsor [Member] | Class A Common Stock [Member] | Chavant Capital Acquisition Corp. [Member] | Subsequent Event [Member] | Subscription Agreements, Equity [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
shares of common stock | 199,737 | ||||||||||||
Net proceeds | $ 2,000,000 | ||||||||||||
Price per share | $ 10 | ||||||||||||
EMI Solutions Inc [Member] | EMI Solutions Inc [Member] | Subsequent Event [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Common stock in cash | $ 2,200,000 | ||||||||||||
Purchase Agreement [Member] | Class A Common Stock [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Common stock shares issued | 9,500,000 |
Reverse Recapitalization (Detai
Reverse Recapitalization (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Dec. 21, 2023 | Dec. 20, 2023 | Dec. 19, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Reverse Recapitalization [Line Items] | |||||||
Shares of common stock | 16,692,175 | 11,868,397 | |||||
Common stock shares outstanding | 23,544,492 | 16,692,175 | 11,868,397 | ||||
Converted into common stock | 202,489 | 272,182 | |||||
Public warrants | 6,000,000 | ||||||
Private placement warrants | 3,400,000 | ||||||
Aggregate shares purchase | 390,440 | ||||||
Price per share (in Dollars per share) | $ 0.01 | $ 0.01 | |||||
Weighted average price of the shares purchased (in Dollars per share) | $ 10 | ||||||
Warrants to purchase shares exercisable | 200,000 | ||||||
Purchase price of certain obligations (in Dollars) | $ 1,997 | ||||||
VWAP price (in Dollars per share) | $ 7 | ||||||
Shares issued | 199,737 | ||||||
Aggregate outstanding obligations (in Dollars) | $ 1,997 | ||||||
Redemption of ordinary shares | 73,706 | ||||||
Purchase of shares | 202,692 | 1,958,312 | |||||
Additional shares of common stock | 18,134,258 | ||||||
Liability to its estimated fair value (in Dollars) | $ 5,000 | ||||||
Transaction costs (in Dollars) | $ 6,363 | ||||||
Equity-classified instruments costs (in Dollars) | 2,354 | ||||||
Liability-classified instruments to expense (in Dollars) | $ 4,009 | ||||||
Class A Common Stock [Member] | |||||||
Reverse Recapitalization [Line Items] | |||||||
Shares of common stock | 23,544,492 | 0 | |||||
Common stock shares outstanding | 23,544,492 | 0 | |||||
Converted into common stock | 202,489 | 150,953 | |||||
Aggregate shares purchase | 1,975,000 | ||||||
Price per share (in Dollars per share) | $ 10 | ||||||
Aggregate amount in cash (in Dollars) | $ 19,750 | ||||||
Aggregate shares | 280,000 | ||||||
Per share value (in Dollars per share) | $ 10 | ||||||
Class B Common Stock [Member] | |||||||
Reverse Recapitalization [Line Items] | |||||||
Shares of common stock | 2,254,901 | 0 | |||||
Common stock shares outstanding | 2,254,901 | 0 | |||||
PIPE Subscription Agreements [Member] | |||||||
Reverse Recapitalization [Line Items] | |||||||
Price per share (in Dollars per share) | $ 0.01 | ||||||
Warrants to purchase shares exercisable | 1,750,000 | ||||||
PIPE Subscription Agreements [Member] | Class A Common Stock [Member] | |||||||
Reverse Recapitalization [Line Items] | |||||||
Shares of common stock | 1,950,000 | ||||||
Sponsor PIPE Subscription Agreement [Member] | |||||||
Reverse Recapitalization [Line Items] | |||||||
Warrants to purchase shares exercisable | 272,454 | ||||||
VWAP price (in Dollars per share) | $ 10 | ||||||
Sponsor PIPE Subscription Agreement [Member] | Class A Common Stock [Member] | |||||||
Reverse Recapitalization [Line Items] | |||||||
Shares of common stock | 199,737 | ||||||
Converted into common stock | 272,182 | ||||||
Price per share (in Dollars per share) | $ 10 | ||||||
Founder Shares [Member[ | |||||||
Reverse Recapitalization [Line Items] | |||||||
Forfeiture of shares | 658,631 | ||||||
Private Warrants [Member] | |||||||
Reverse Recapitalization [Line Items] | |||||||
Forfeiture of shares | 400,000 | ||||||
Earnout Shares [Member] | |||||||
Reverse Recapitalization [Line Items] | |||||||
Shares of common stock | 1,750,000 | ||||||
Price per share (in Dollars per share) | $ 12.5 | ||||||
Aggregate shares | 3,500,000 | ||||||
Liability in connection with the merger (in Dollars) | $ 33,559 | ||||||
Liability to its estimated fair value (in Dollars) | 8,795 | ||||||
Gain (loss) on fair value of the liability (in Dollars) | $ 24,764 | ||||||
Earnout Shares [Member] | Class A Common Stock [Member] | |||||||
Reverse Recapitalization [Line Items] | |||||||
Price per share (in Dollars per share) | $ 15 | ||||||
Additional shares of common stock | 1,750,000 | ||||||
Make-Whole Shares [Member] | |||||||
Reverse Recapitalization [Line Items] | |||||||
VWAP price (in Dollars per share) | $ 7 | ||||||
Per share value (in Dollars per share) | $ 10 | ||||||
Liability in connection with the merger (in Dollars) | $ 2,071 | ||||||
Liability to its estimated fair value (in Dollars) | 4,975 | ||||||
Gain (loss) on fair value of the liability (in Dollars) | $ 2,904 | ||||||
Make-Whole Shares [Member] | Class A Common Stock [Member] | |||||||
Reverse Recapitalization [Line Items] | |||||||
Shares of common stock | 2,454,737 | ||||||
Price per share (in Dollars per share) | $ 10 | ||||||
Legacy Mobix [Member] | |||||||
Reverse Recapitalization [Line Items] | |||||||
Purchase of shares | 773,889 | ||||||
Legacy Mobix [Member] | Class A Common Stock [Member] | |||||||
Reverse Recapitalization [Line Items] | |||||||
Shares of common stock | 18,134,258 | ||||||
Common stock shares outstanding | 18,134,258 | ||||||
Conversion of notes into shares | 30,045 | ||||||
Chavant [Member] | |||||||
Reverse Recapitalization [Line Items] | |||||||
Unpaid transaction costs (in Dollars) | $ 3,090 |
Reverse Recapitalization (Det_2
Reverse Recapitalization (Details) - Schedule of Condensed Consolidated Financial Statements - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Closing proceeds: | ||
Proceeds from Chavant trust fund | $ 1,264 | |
Proceeds from PIPE investment | 19,750 | |
Closing disbursements: | ||
Mobix Merger-related transaction costs paid prior to closing | (983) | |
Net cash proceeds | 14,065 | |
Non-cash activity: | ||
Conversion of Legacy Mobix convertible notes to Class A Common Stock | 206 | |
Conversion of Legacy Mobix SAFEs to Class A Common Stock | 1,522 | |
Conversion of Legacy Mobix redeemable convertible preferred stock to Class B Common Stock | 2,300 | |
Unpaid Merger-related transaction costs assumed from Chavant | (871) | |
Unpaid Merger-related transaction costs of Legacy Mobix | (1,633) | |
Merger-related transaction costs expensed | 4,009 | |
Liability-classified instruments: | ||
Net equity impact of the Merger | (16,182) | |
Fair Value of Earnout Liability [Member] | ||
Liability-classified instruments: | ||
Fair value, Liability-classified instruments | (33,559) | |
Fair Value of PIPE Make-Whole Liability [Member] | ||
Liability-classified instruments: | ||
Fair value, Liability-classified instruments | (2,071) | |
Fair Value of Private Warrants [Member] | ||
Liability-classified instruments: | ||
Fair value, Liability-classified instruments | $ (150) | |
Class A Common Stock [Member] | Common Stock [Member] | ||
Schedule of Condensed Consolidated Financial Statements [Line Items] | ||
Total number of Class A common shares issued in the Merger (in Shares) | 22,901,838 | |
Legacy Mobix [Member] | ||
Closing disbursements: | ||
Transaction costs | $ (3,747) | |
Chavant [Member] | ||
Closing disbursements: | ||
Transaction costs | (2,219) | |
Net cash proceeds from the Merger at Closing | $ 15,048 | |
Chavant Public Shares, Net of Redemptions [Member] | ||
Schedule of Condensed Consolidated Financial Statements [Line Items] | ||
Total number of Class A common shares issued in the Merger (in Shares) | 111,005 | |
Chavant Founder Shares, Net of Shares Forfeited [Member] | ||
Schedule of Condensed Consolidated Financial Statements [Line Items] | ||
Total number of Class A common shares issued in the Merger (in Shares) | 1,341,369 | |
PIPE Investors’ Shares [Member] | ||
Schedule of Condensed Consolidated Financial Statements [Line Items] | ||
Total number of Class A common shares issued in the Merger (in Shares) | 1,975,000 | |
Settlement of PIPE Warrant [Member] | ||
Schedule of Condensed Consolidated Financial Statements [Line Items] | ||
Total number of Class A common shares issued in the Merger (in Shares) | 199,800 | |
Sponsor PIPE Subscription [Member] | ||
Schedule of Condensed Consolidated Financial Statements [Line Items] | ||
Total number of Class A common shares issued in the Merger (in Shares) | 199,737 | |
Settlement of Sponsor Warrant [Member] | ||
Schedule of Condensed Consolidated Financial Statements [Line Items] | ||
Total number of Class A common shares issued in the Merger (in Shares) | 272,182 | |
Settlement of Warrant to Non-Redeeming Shareholder [Member] | ||
Schedule of Condensed Consolidated Financial Statements [Line Items] | ||
Total number of Class A common shares issued in the Merger (in Shares) | 202,489 | |
Amendment to Business Combination Marketing Agreement [Member] | ||
Schedule of Condensed Consolidated Financial Statements [Line Items] | ||
Total number of Class A common shares issued in the Merger (in Shares) | 280,000 | |
Total Chavant Shares Outstanding Immediately Prior to the Merger [Member] | ||
Schedule of Condensed Consolidated Financial Statements [Line Items] | ||
Total number of Class A common shares issued in the Merger (in Shares) | 4,581,582 | |
Legacy Mobix Rollover Shares [Member] | ||
Schedule of Condensed Consolidated Financial Statements [Line Items] | ||
Total number of Class A common shares issued in the Merger (in Shares) | 18,139,258 | |
Conversion of Legacy Mobix Convertible Notes [Member] | ||
Schedule of Condensed Consolidated Financial Statements [Line Items] | ||
Total number of Class A common shares issued in the Merger (in Shares) | 30,045 | |
Conversion of Legacy Mobix SAFEs [Member] | ||
Schedule of Condensed Consolidated Financial Statements [Line Items] | ||
Total number of Class A common shares issued in the Merger (in Shares) | 150,953 |
Warrants (Details)
Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | May 30, 2023 | Oct. 31, 2022 | |
Warrants (Details) [Line Items] | |||||||
Warrants | 400,000 | 700,388 | |||||
Price per share | $ 0.01 | $ 0.01 | $ 3 | $ 0.01 | $ 3 | $ 0.01 | |
Percentage of gross proceeds | 60% | ||||||
Volume weighted average price | $ 9.2 | ||||||
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 180% | ||||||
Redemption trigger price | $ 18 | ||||||
Recognized liability | $ 150 | $ 150 | |||||
Estimated fair value | $ 210 | 210 | |||||
Increase in fair value of liability | 60 | ||||||
Cash proceeds | $ 3,286 | $ 5,108 | $ 13,513 | $ 9,847 | |||
Fair value of selling and administrative expenses | $ 1,598 | ||||||
Maximum [Member] | |||||||
Warrants (Details) [Line Items] | |||||||
Price per share | $ 6.84 | ||||||
Minimum [Member] | |||||||
Warrants (Details) [Line Items] | |||||||
Price per share | $ 0.01 | ||||||
Public Warrants [Member] | |||||||
Warrants (Details) [Line Items] | |||||||
Warrants | 6,000,000 | 6,000,000 | |||||
Price per share | $ 0.01 | $ 0.01 | |||||
Private Warrant [Member] | |||||||
Warrants (Details) [Line Items] | |||||||
Warrants | 3,400,000 | 3,400,000 | |||||
Sponsor [Member] | |||||||
Warrants (Details) [Line Items] | |||||||
Warrants | 400,000 | 400,000 | |||||
Warrants [Member] | |||||||
Warrants (Details) [Line Items] | |||||||
Warrants | 300,000 | 3 | |||||
Price per share | $ 0.01 | $ 0.01 | |||||
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115% | ||||||
Cash proceeds | $ 900 | ||||||
Legacy Mobix Warrants [Member] | |||||||
Warrants (Details) [Line Items] | |||||||
Warrants | 373,031 | 373,031 | |||||
Class A Common Stock [Member] | |||||||
Warrants (Details) [Line Items] | |||||||
Warrants | 130,000 | 130,000 | 300,000 | ||||
Price per share | $ 18 | $ 18 | |||||
Issue warrants | 78,000 | ||||||
Class A Common Stock [Member] | Public Warrants [Member] | |||||||
Warrants (Details) [Line Items] | |||||||
Price per share | 11.5 | $ 11.5 | |||||
Class A Common Stock [Member] | Warrants [Member] | |||||||
Warrants (Details) [Line Items] | |||||||
Price per share | $ 0.01 | $ 0.01 | |||||
Class A Common Stock [Member] | Legacy Mobix Warrants [Member] | |||||||
Warrants (Details) [Line Items] | |||||||
Warrants | 369,671 | 369,671 | |||||
Common Stock [Member] | Public Warrants [Member] | |||||||
Warrants (Details) [Line Items] | |||||||
Warrants | 3 | ||||||
Common Stock [Member] | Warrants [Member] | |||||||
Warrants (Details) [Line Items] | |||||||
Warrants | 300,000 | ||||||
Legacy Mobix [Member] | |||||||
Warrants (Details) [Line Items] | |||||||
Warrants | 51,020 | 51,020 | |||||
Price per share | $ 0.01 | $ 0.01 | |||||
PIPE Subscription Agreement [Member] | |||||||
Warrants (Details) [Line Items] | |||||||
Price per share | 0.01 | 0.01 | |||||
PIPE Subscription Agreement [Member] | Maximum [Member] | |||||||
Warrants (Details) [Line Items] | |||||||
Price per share | 11.5 | 11.5 | |||||
Redemption trigger price | 18 | ||||||
PIPE Subscription Agreement [Member] | Minimum [Member] | |||||||
Warrants (Details) [Line Items] | |||||||
Price per share | $ 5.79 | 5.79 | |||||
Redemption trigger price | $ 9.06 | ||||||
Investor [Member] | |||||||
Warrants (Details) [Line Items] | |||||||
Warrants | 27,413 | 27,413 | |||||
Price per share | $ 0.01 | $ 0.01 | |||||
Legacy Mobix [Member] | |||||||
Warrants (Details) [Line Items] | |||||||
Price per share | $ 0.01 | $ 0.01 | |||||
Liability fair value of warrants | $ 633 |
Acquisition of EMI Solutions (D
Acquisition of EMI Solutions (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2023 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | |
Acquisition of EMI Solutions [Line Items] | |||
Consideration acquisition shares (in Shares) | shares | 964,912 | ||
Cash | $ 2,200 | $ 450 | |
Consideration paid | 155 | ||
Remainder payable quarterly installment | $ 174 | ||
Price per share (in Dollars per share) | $ / shares | $ 6.84 | ||
Common stock value | |||
Permanent equity, carrying value | $ 8,856 | ||
Measurement Input, Price Volatility [Member] | |||
Acquisition of EMI Solutions [Line Items] | |||
Measurement inputs | 55 | ||
Measurement Input, Expected Dividend Rate [Member] | |||
Acquisition of EMI Solutions [Line Items] | |||
Measurement inputs | 0 | ||
Measurement Input, Risk Free Interest Rate [Member] | |||
Acquisition of EMI Solutions [Line Items] | |||
Measurement inputs | 4.5 | ||
Measurement Input, Expected Term [Member] | |||
Acquisition of EMI Solutions [Line Items] | |||
Measurement inputs | 2 | ||
Common Stock [Member] | |||
Acquisition of EMI Solutions [Line Items] | |||
Consideration acquisition shares (in Shares) | shares | 964,912 | ||
Repurchase shares of common stock (in Shares) | shares | 964,912 | ||
Legacy Mobix [Member] | |||
Acquisition of EMI Solutions [Line Items] | |||
Common stock value | $ 8,856 | ||
Series of Individually Immaterial Business Acquisitions [Member] | |||
Acquisition of EMI Solutions [Line Items] | |||
Estimated fair value | 8,856 | ||
Acquisition payable | $ 1,000 |
Acquisition of EMI Solutions _2
Acquisition of EMI Solutions (Details) - Schedule of Purchase Consideration and Allocation - EMI [Member] $ in Thousands | 3 Months Ended |
Dec. 31, 2023 USD ($) | |
Purchase consideration: | |
Contingently redeemable common stock issued to seller | $ 8,856 |
Cash consideration (at present value) | 2,041 |
Total purchase consideration | 10,897 |
Allocation: | |
Cash | 45 |
Accounts receivable | 387 |
Inventory | 155 |
Other current assets | 7 |
Property and equipment | 107 |
Other assets | 30 |
Goodwill | 5,542 |
Accounts payable | (227) |
Accrued expenses | (263) |
Deferred tax liability | (1,386) |
Total allocation | 10,897 |
Customer Relationships [Member] | |
Allocation: | |
Intangible asset | 6,100 |
Backlog [Member] | |
Allocation: | |
Intangible asset | 300 |
Trade Name [Member] | |
Allocation: | |
Intangible asset | $ 100 |
Acquisition of EMI Solutions _3
Acquisition of EMI Solutions (Details) - Schedule of Unaudited Pro Forma Revenues and Net Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule Of Unaudited Pro Forma Revenues and Net Income (Loss) [Abstract] | ||
Revenues | $ 1,052 | $ 1,233 |
Net income (loss) | $ 944 | $ (9,732) |
Inventory (Details) - Schedul_2
Inventory (Details) - Schedule of Inventory - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 |
Schedule of Inventory [Abstract] | |||
Raw materials | $ 370 | $ 265 | $ 404 |
Finished goods | 52 | 54 | 166 |
Total inventory | $ 422 | $ 319 | $ 570 |
Property and Equipment, Net (_3
Property and Equipment, Net (Details) - Schedule of Property and Equipment - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Schedule of Property and Equipment [Line Items] | |||
Property and equipment gross | $ 3,005 | $ 2,893 | $ 2,390 |
Less: Accumulated depreciation | (1,146) | (1,034) | (627) |
Property and equipment, net | 1,858 | 1,859 | 1,763 |
Equipment and furniture [Member] | |||
Schedule of Property and Equipment [Line Items] | |||
Property and equipment gross | $ 929 | $ 858 | |
Equipment and furniture [Member] | Minimum [Member] | |||
Schedule of Property and Equipment [Line Items] | |||
Property and equipment estimated useful life | 5 | ||
Equipment and furniture [Member] | Maximum [Member] | |||
Schedule of Property and Equipment [Line Items] | |||
Property and equipment estimated useful life | 7 | ||
Laboratory Equipment [Member] | |||
Schedule of Property and Equipment [Line Items] | |||
Property and equipment estimated useful life | 5 | 5 | |
Property and equipment gross | $ 601 | $ 601 | 601 |
Leasehold Improvements [Member] | |||
Schedule of Property and Equipment [Line Items] | |||
Property and equipment estimated useful life | Shorter of estimated useful life or remaining lease term | Shorter of estimated useful life or remaining lease term | |
Property and equipment gross | $ 891 | $ 850 | 894 |
Construction in Progress [Member] | |||
Schedule of Property and Equipment [Line Items] | |||
Property and equipment gross | $ 584 | $ 584 |
Intangible Assets, Net (Detai_4
Intangible Assets, Net (Details) - Schedule of Intangible Assets - USD ($) $ in Thousands | 3 Months Ended | ||
Dec. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross | $ 14,089 | $ 7,589 | |
Accumulated Amortization | (2,539) | (2,302) | |
Net | 11,550 | 5,287 | |
Developed technology [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross | 7,289 | 7,289 | $ 7,289 |
Accumulated Amortization | (2,441) | (2,238) | (1,428) |
Net | $ 4,848 | 5,051 | 5,861 |
Developed technology [Member] | Minimum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated Useful Life (years) | 7 years | ||
Developed technology [Member] | Maximum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated Useful Life (years) | 10 years | ||
Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross | $ 6,400 | 300 | 300 |
Accumulated Amortization | (85) | (64) | (33) |
Net | $ 6,315 | 236 | $ 267 |
Customer Relationships [Member] | Minimum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated Useful Life (years) | 10 years | ||
Customer Relationships [Member] | Maximum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated Useful Life (years) | 15 years | ||
Trade Names [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated Useful Life (years) | 2 years | ||
Gross | $ 100 | ||
Accumulated Amortization | (2) | ||
Net | $ 98 | ||
Backlog [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated Useful Life (years) | 1 year | ||
Gross | $ 300 | ||
Accumulated Amortization | (11) | ||
Net | $ 289 |
Intangible Assets, Net (Detai_5
Intangible Assets, Net (Details) - Schedule of Estimated Future Amortization Expense for Intangible Assets - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 30, 2023 |
Schedule Of Estimated Future Amortization Expense For Intangible Assets [Abstract] | ||
2024 | $ 1,198 | |
2025 | 1,361 | $ 840 |
2026 | 1,257 | 840 |
2027 | 1,247 | 840 |
2028 | 1,213 | 840 |
Thereafter | 5,274 | 1,121 |
Total | $ 11,550 | $ 5,287 |
Goodwill (Details) - Schedule o
Goodwill (Details) - Schedule of Changes in the Carrying Amount of Goodwill $ in Thousands | 3 Months Ended |
Dec. 31, 2023 USD ($) | |
Schedule of Changes in the Carrying Amount of Goodwill [Line Items] | |
Balance at September 30, 2023 | $ 5,217 |
Acquisition of EMI | 5,542 |
Balance at December 31, 2023 | $ 10,759 |
Accrued Expenses and Other Cu_4
Accrued Expenses and Other Current Liabilities (Details) - Schedule of Accrued Expenses and Other Current Liabilities - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 |
Schedule of Accrued Expenses and Other Current Liabilities [Abstract] | |||
Accrued compensation and benefits | $ 2,778 | $ 2,841 | $ 613 |
Liability for issuance of warrants | 633 | ||
Accrued professional fees | 1,008 | 273 | 494 |
Accrued interest | 333 | 304 | |
Deferred revenue | 91 | 138 | 35 |
Unpaid Merger-related transaction costs | 2,238 | ||
Other | 1,464 | 963 | 918 |
Total accrued expenses and other current liabilities | $ 8,545 | $ 4,519 | $ 2,753 |
Debt (Details) - Schedule of _2
Debt (Details) - Schedule of Debt - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 |
Debt [Line Items] | |||
Notes payable | $ 1,503 | $ 1,286 | |
SAFEs | 1,512 | $ 1,983 | |
Total debt | 4,952 | 6,591 | 6,301 |
Less: Amounts classified as current | (4,952) | (6,591) | (5,676) |
Noncurrent portion | $ 625 | ||
Related Party [Member] | 7% Promissory notes [Member] | |||
Debt [Line Items] | |||
Notes payable – related parties | 3,349 | 3,349 | |
Related Party [Member] | Promissory Notes-Related parties [Member] | |||
Debt [Line Items] | |||
Notes payable – related parties | $ 100 | $ 444 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of Liabilities Measured at Fair Value on a Recurring Basis - Fair Value, Recurring [Member] $ in Thousands | 3 Months Ended |
Dec. 31, 2023 USD ($) | |
Schedule of Liabilities Measured at Fair Value on a Recurring Basis [Line Items] | |
Total | $ 14,613 |
Earnout liability [Member] | |
Schedule of Liabilities Measured at Fair Value on a Recurring Basis [Line Items] | |
Total | 8,795 |
PIPE make-whole liability [Member] | |
Schedule of Liabilities Measured at Fair Value on a Recurring Basis [Line Items] | |
Total | 4,975 |
Private Warrants and other warrants [Member] | |
Schedule of Liabilities Measured at Fair Value on a Recurring Basis [Line Items] | |
Total | 843 |
Fair Value, Inputs, Level 1 [Member] | |
Schedule of Liabilities Measured at Fair Value on a Recurring Basis [Line Items] | |
Total | |
Fair Value, Inputs, Level 1 [Member] | Earnout liability [Member] | |
Schedule of Liabilities Measured at Fair Value on a Recurring Basis [Line Items] | |
Total | |
Fair Value, Inputs, Level 1 [Member] | PIPE make-whole liability [Member] | |
Schedule of Liabilities Measured at Fair Value on a Recurring Basis [Line Items] | |
Total | |
Fair Value, Inputs, Level 1 [Member] | Private Warrants and other warrants [Member] | |
Schedule of Liabilities Measured at Fair Value on a Recurring Basis [Line Items] | |
Total | |
Fair Value, Inputs, Level 2 [Member] | |
Schedule of Liabilities Measured at Fair Value on a Recurring Basis [Line Items] | |
Total | |
Fair Value, Inputs, Level 2 [Member] | Earnout liability [Member] | |
Schedule of Liabilities Measured at Fair Value on a Recurring Basis [Line Items] | |
Total | |
Fair Value, Inputs, Level 2 [Member] | PIPE make-whole liability [Member] | |
Schedule of Liabilities Measured at Fair Value on a Recurring Basis [Line Items] | |
Total | |
Fair Value, Inputs, Level 2 [Member] | Private Warrants and other warrants [Member] | |
Schedule of Liabilities Measured at Fair Value on a Recurring Basis [Line Items] | |
Total | |
Fair Value, Inputs, Level 3 [Member] | |
Schedule of Liabilities Measured at Fair Value on a Recurring Basis [Line Items] | |
Total | 14,613 |
Fair Value, Inputs, Level 3 [Member] | Earnout liability [Member] | |
Schedule of Liabilities Measured at Fair Value on a Recurring Basis [Line Items] | |
Total | 8,795 |
Fair Value, Inputs, Level 3 [Member] | PIPE make-whole liability [Member] | |
Schedule of Liabilities Measured at Fair Value on a Recurring Basis [Line Items] | |
Total | 4,975 |
Fair Value, Inputs, Level 3 [Member] | Private Warrants and other warrants [Member] | |
Schedule of Liabilities Measured at Fair Value on a Recurring Basis [Line Items] | |
Total | $ 843 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of Fair Value on a Recurring Basis - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | |
Earnout Liability [Member] | |||
Schedule of Fair Value on a Recurring Basis [Line Items] | |||
Beginning, balance | |||
Liabilities recognized | 33,559 | ||
Conversion to Class A Common Stock in the Merger | |||
Change in fair value included in net income (loss) | (24,764) | ||
Ending, balance | 8,795 | ||
PIPE Make-Whole Liability [Member] | |||
Schedule of Fair Value on a Recurring Basis [Line Items] | |||
Beginning, balance | |||
Liabilities recognized | 2,071 | ||
Conversion to Class A Common Stock in the Merger | |||
Change in fair value included in net income (loss) | 2,904 | ||
Ending, balance | 4,975 | ||
Private Warrants and Other Warrants [Member] | |||
Schedule of Fair Value on a Recurring Basis [Line Items] | |||
Beginning, balance | |||
Liabilities recognized | 783 | ||
Conversion to Class A Common Stock in the Merger | |||
Change in fair value included in net income (loss) | 60 | ||
Ending, balance | 843 | ||
SAFEs [Member] | |||
Schedule of Fair Value on a Recurring Basis [Line Items] | |||
Beginning, balance | 1,512 | ||
Liabilities recognized | |||
Conversion to Class A Common Stock in the Merger | (1,522) | ||
Change in fair value included in net income (loss) | 10 | ||
Ending, balance | 1,512 | ||
SAFEs One [Member] | |||
Schedule of Fair Value on a Recurring Basis [Line Items] | |||
Beginning, balance | $ 1,983 | $ 1,983 | |
Issuance of SAFEs | |||
Change in fair value included in net income (loss) | 50 | ||
Ending, balance | $ 2,033 |
Fair Value Measurements (Deta_5
Fair Value Measurements (Details) - Schedule of Assumptions Used in Estimating the Fair Value - $ / shares | 3 Months Ended | |
Dec. 31, 2023 | Dec. 21, 2023 | |
Earnout Liability [Member] | ||
Schedule of Assumptions Used in Estimating the Fair Value [Line Items] | ||
Stock price (in Dollars per share) | $ 4.02 | $ 10.66 |
Expected volatility | 50% | 50% |
Risk-free rate | 3.90% | 3.90% |
Contractual term | 8 years | 8 years |
PIPE Make-Whole Liability [Member] | ||
Schedule of Assumptions Used in Estimating the Fair Value [Line Items] | ||
Stock price (in Dollars per share) | $ 6.18 | $ 10.17 |
Expected volatility | 49% | 49% |
Risk-free rate | 5.40% | 5.40% |
Contractual term | 4 years | 4 years |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of Lease Costs are Included in the Statement of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Schedule of Lease Costs are Included in the Statement of Operations and Comprehensive Loss [Abstract] | ||||
Operating lease cost | $ 100 | $ 101 | $ 396 | |
Short-term lease cost | 2 | 80 | 266 | |
Total lease cost | $ 102 | $ 181 | $ 662 | $ 565 |
Leases (Details) - Schedule o_4
Leases (Details) - Schedule of Undiscounted Cash Flows to the Operating Lease Liabilities - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2022 | Sep. 30, 2008 |
Schedule of Undiscounted Cash Flows to the Operating Lease Liabilities [Abstract] | |||||
2024 (remaining nine months) | $ 401 | ||||
2025 | $ 537 | $ 530 | 526 | ||
2026 | 526 | 537 | 545 | ||
2027 | 545 | 526 | 515 | ||
Total minimum lease payments | 2,124 | 1,987 | |||
Less: imputed interest | (526) | (466) | |||
Present value of future minimum lease payments | 1,598 | $ 1,862 | 2,653 | 1,521 | |
Less: current obligations under leases | $ (325) | (318) | (325) | ||
Long-term lease obligations | $ 1,196 | $ 1,280 | $ 1,196 |
Equity (Details) - Schedule o_3
Equity (Details) - Schedule of Common Stock Available for Issuance - shares | 3 Months Ended | ||
Dec. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Schedule of Common Stock Available for Issuance [Line Items] | |||
Authorized number of shares of Class A Common Stock | 57,400,000 | 57,400,000 | |
Class A Common Stock outstanding | 23,544,492 | 16,692,175 | 11,868,397 |
Reserve for conversion of Class B Common Stock | 2,254,901 | ||
Reserve for exercise of the Public Warrants and Private Warrants | 9,000,000 | ||
Reserve for exercise of other common stock warrants outstanding or issuable | 3,295,020 | ||
Shares issuable under PIPE make-whole provision | 1,052,030 | ||
Reserve for earnout shares | 3,500,000 | ||
Stock options and RSUs outstanding | 9,513,647 | 6,115,178 | |
Awards available for grant under 2023 Equity Incentive Plan | 2,290,183 | 12,068,156 | |
Common stock available for issuance | 229,690,792 | 19,224,103 | |
Employee Stock Purchase Plan [Member] | |||
Schedule of Common Stock Available for Issuance [Line Items] | |||
Awards available for grant under 2023 Employee Stock Purchase Plan | 858,935 | ||
Class A Common Stock [Member] | |||
Schedule of Common Stock Available for Issuance [Line Items] | |||
Authorized number of shares of Class A Common Stock | 285,000,000 | 285,000,000 | |
Class A Common Stock outstanding | 23,544,492 | 0 |
Equity Incentive Plans (Detai_6
Equity Incentive Plans (Details) - Summary of Activity in the Company's RSUs - Restricted Stock Units (RSUs) [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Sep. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of units, Outstanding | 209,494 | |
Weighted-Average Grant Date Fair Value per Unit, Outstanding | $ 6.84 | |
Number of units, Performance-based RSUs | 4,000,000 | |
Weighted-Average Grant Date Fair Value per Unit, Performance-based RSUs | $ 10.58 | |
Number of units, Vested | (104,748) | |
Weighted-Average Grant Date Fair Value per Unit, Vested | $ 6.84 | |
Number of units, Cancelled | 670,000 | |
Weighted-Average Grant Date Fair Value per Unit, Cancelled | ||
Number of units, Outstanding | 4,104,746 | 209,494 |
Weighted-Average Grant Date Fair Value per Unit, Outstanding | $ 10.48 | $ 6.84 |
Equity Incentive Plans (Detai_7
Equity Incentive Plans (Details) - Schedule of Stock Option Activity - Stock option activity [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Sep. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Options, Outstanding, Beginning balance | 5,905,684 | 5,754,052 |
Weighted-Average Exercise Price per Share, Outstanding, Beginning balance | $ 4.28 | $ 4.16 |
Number of Options, Outstanding - Ending | 5,408,901 | 5,905,684 |
Weighted-Average Exercise Price per Share, Outstanding - Ending | $ 4.14 | $ 4.28 |
Weighted-Average Remaining Contractual Term (Years), Outstanding - Ending | 7 years 4 months 24 days | 7 years 6 months |
Number of Options, Exercisable - Ending | 4,055,326 | 4,226,353 |
Weighted-Average Exercise Price per Share, Exercisable - Ending | $ 3.29 | $ 3.39 |
Weighted-Average Remaining Contractual Term (Years), Exercisable - Ending | 7 years | 7 years 1 month 6 days |
Number of Options, Granted | 32,200 | 780,506 |
Weighted-Average Exercise Price per Share, Granted | $ 6.84 | $ 6.84 |
Number of Options, Exercised | (390,440) | |
Weighted-Average Exercise Price per Share, Exercised | $ 5.8 | |
Number of Options, Expired | (138,543) | |
Weighted-Average Exercise Price per Share, Expired | $ 5.99 |
Equity Incentive Plans (Detai_8
Equity Incentive Plans (Details) - Schedule of Weighted-Average Grant Date Fair Value of Options Granted | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Low [Member] | ||||
Schedule of Weighted-Average Grant Date Fair Value of Options Granted [Line Items] | ||||
Expected volatility | 54.80% | 52.40% | 52.40% | 50.50% |
Expected dividend yield | 0% | 0% | 0% | 0% |
Risk-free interest rate | 3.90% | 3.60% | 3.60% | 1% |
Expected term (years) | 4 years 6 months | 5 years | 4 years 7 months 6 days | 4 years 1 month 6 days |
High [Member] | ||||
Schedule of Weighted-Average Grant Date Fair Value of Options Granted [Line Items] | ||||
Expected volatility | 55.60% | 53.60% | 54.40% | 50.90% |
Expected dividend yield | 0% | 0% | 0% | 0% |
Risk-free interest rate | 4.40% | 4.20% | 4.20% | 3.60% |
Expected term (years) | 5 years 3 months 18 days | 5 years 9 months 18 days | 5 years 9 months 18 days | 6 years 1 month 6 days |
Equity Incentive Plans (Detai_9
Equity Incentive Plans (Details) - Schedule of Statements of Operations and Comprehensive Income (Loss) Stock-based Compensation Expense - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Schedule of Statements of Operations and Comprehensive Income (Loss) [Line Items] | ||||
Total stock-based compensation expense | $ 12,705 | $ 3,856 | $ 15,476 | $ 3,290 |
Cost of Revenue [Member] | ||||
Schedule of Statements of Operations and Comprehensive Income (Loss) [Line Items] | ||||
Total stock-based compensation expense | 11 | 31 | 14 | |
Research and Development [Member] | ||||
Schedule of Statements of Operations and Comprehensive Income (Loss) [Line Items] | ||||
Total stock-based compensation expense | 501 | 542 | 1,842 | 759 |
Selling,General and Administrative [Member] | ||||
Schedule of Statements of Operations and Comprehensive Income (Loss) [Line Items] | ||||
Total stock-based compensation expense | $ 12,204 | $ 3,303 | $ 13,603 | $ 2,517 |
Net Income (Loss) Per Share (De
Net Income (Loss) Per Share (Details) - Schedule of Computation of the Diluted Net Income (Loss) Per Share - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class A [Member] | ||
Numerator: | ||
Allocation of net income (loss) | $ 834 | |
Denominator: | ||
Weighted-average shares outstanding (in Shares) | 18,617,656 | |
Basic net income (loss) per share (in Dollars per share) | $ 0.04 | |
Numerator: | ||
Allocation of net income (loss) | $ 834 | |
Reallocation of net income as a result of conversion of Class B to Class A Common Stock | 101 | |
Reallocation of net income | ||
Allocation of net income (loss) | $ 935 | |
Denominator: | ||
Number of shares used in basic earnings per share calculation (in Shares) | 18,617,656 | |
Conversion of Class B to Class A Common Stock | $ 2,254,901 | |
Dilutive effect of stock options, warrants and RSUs | $ 2,443,514 | |
Number of shares used in per share computation (in Shares) | 23,316,071 | |
Diluted net income (loss) per share (in Dollars per share) | $ 0.04 | |
Class B [Member] | ||
Numerator: | ||
Allocation of net income (loss) | $ 101 | |
Denominator: | ||
Weighted-average shares outstanding (in Shares) | 2,254,901 | |
Basic net income (loss) per share (in Dollars per share) | $ 0.04 | |
Numerator: | ||
Allocation of net income (loss) | $ 101 | |
Reallocation of net income as a result of conversion of Class B to Class A Common Stock | ||
Reallocation of net income | (11) | |
Allocation of net income (loss) | $ 90 | |
Denominator: | ||
Number of shares used in basic earnings per share calculation (in Shares) | 2,254,901 | |
Conversion of Class B to Class A Common Stock | ||
Dilutive effect of stock options, warrants and RSUs | ||
Number of shares used in per share computation (in Shares) | 2,254,901 | |
Diluted net income (loss) per share (in Dollars per share) | $ 0.04 | |
Common Stock [Member] | ||
Numerator: | ||
Allocation of net income (loss) | $ (9,390) | |
Denominator: | ||
Weighted-average shares outstanding (in Shares) | 12,379,480 | |
Basic net income (loss) per share (in Dollars per share) | $ (0.76) | |
Numerator: | ||
Allocation of net income (loss) | $ (9,390) | |
Reallocation of net income as a result of conversion of Class B to Class A Common Stock | ||
Reallocation of net income | ||
Allocation of net income (loss) | $ (9,390) | |
Denominator: | ||
Number of shares used in basic earnings per share calculation (in Shares) | 12,379,480 | |
Conversion of Class B to Class A Common Stock | ||
Dilutive effect of stock options, warrants and RSUs | ||
Number of shares used in per share computation (in Shares) | 12,379,480 | |
Diluted net income (loss) per share (in Dollars per share) | $ (0.76) |
Net Income (Loss) Per Share (_2
Net Income (Loss) Per Share (Details) - Schedule of Computation of Diluted Net Income (Loss) Per Share Attributable to Stockholders - USD ($) | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Computation of Diluted Net Income (Loss) Per Share Attributable to Stockholders [Line Items] | ||
Public Warrants and Private Warrants | 9,000,000 | |
Make-whole shares | 1,052,030 | |
Earnout shares | 3,500,000 | |
RSUs | 10,984,241 | |
Stock options | 1,690,476 | 6,400,758 |
Convertible preferred stock (on an as-converted basis) | 2,254,901 | |
Common stock warrants | 400,000 | |
Convertible notes (in Dollars) | $ 131,072 | |
Total | 15,242,506 | 20,170,972 |
Geographical Information (Det_2
Geographical Information (Details) - Schedule of Company’s Revenue by Geographic Region - Revenue [Member] - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 285 | $ 679 | $ 1,224 | $ 3,309 |
United States [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 268 | 279 | 674 | 1,841 |
Czech Republic [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 17 | 185 | 223 | 764 |
Thailand [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 213 | 300 | 677 | |
Other [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 2 | $ 27 | $ 27 |