Cover
Cover - shares | 6 Months Ended | |
Mar. 31, 2024 | May 14, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Entity Information [Line Items] | ||
Entity Registrant Name | Mobix Labs, Inc. | |
Entity Central Index Key | 0001855467 | |
Entity File Number | 001-40621 | |
Entity Tax Identification Number | 98-1591717 | |
Entity Incorporation, State or Country Code | DE | |
Current Fiscal Year End Date | --09-30 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Contact Personnel [Line Items] | ||
Entity Address, Address Line One | 15420 Laguna Canyon Rd | |
Entity Address, Address Line Two | Suite 100 | |
Entity Address, City or Town | Irvine | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92618 | |
Entity Phone Fax Numbers [Line Items] | ||
City Area Code | (949) | |
Local Phone Number | 808-8888 | |
Class A Common Stock, par value $0.00001 per share | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Class A Common Stock, par value $0.00001 per share | |
Trading Symbol | MOBX | |
Security Exchange Name | NASDAQ | |
Redeemable warrants, each warrant exercisable for one share of Class A Common Stock | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each warrant exercisable for one share of Class A Common Stock | |
Trading Symbol | MOBXW | |
Security Exchange Name | NASDAQ | |
Class A Common Stock | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 24,932,816 | |
Class B Common Stock | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 2,254,901 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2024 | Sep. 30, 2023 |
Current assets | ||
Cash | $ 2,993 | $ 89 |
Accounts receivable, net | 461 | 53 |
Inventory | 361 | 319 |
Prepaid expenses and other current assets | 633 | 369 |
Total current assets | 4,448 | 830 |
Property and equipment, net | 1,763 | 1,859 |
Intangible assets, net | 11,151 | 5,287 |
Goodwill | 10,759 | 5,217 |
Operating lease right-of-use assets | 946 | 1,030 |
Deferred transaction costs | 4,125 | |
Other assets | 430 | 400 |
Total assets | 29,497 | 18,748 |
Current liabilities | ||
Accounts payable | 6,693 | 8,995 |
Accrued expenses and other current liabilities | 7,036 | 4,519 |
Deferred purchase consideration | 803 | |
Notes payable | 400 | 1,286 |
Simple agreements for future equity (“SAFEs”) | 1,512 | |
Operating lease liabilities, current | 332 | 318 |
Total current liabilities | 18,027 | 20,423 |
Earnout liability | 3,621 | |
PIPE make-whole liability | 1,639 | |
Deferred tax liability | 176 | 86 |
Operating lease liabilities, noncurrent | 1,109 | 1,280 |
Other noncurrent liabilities | 772 | |
Total liabilities | 25,344 | 21,789 |
Commitments and contingencies (Note 14) | ||
Stockholders’ equity (deficit) | ||
Additional paid-in capital | 89,394 | 78,421 |
Accumulated deficit | (85,241) | (83,762) |
Total stockholders’ equity (deficit) | 4,153 | (5,341) |
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit) | 29,497 | 18,748 |
Related Party | ||
Current liabilities | ||
Notes payable – related parties | 2,763 | 3,793 |
Founders Convertible Preferred Stock | ||
Redeemable convertible preferred stock | ||
Convertible Preferred Stock | ||
Series A Convertible Preferred Stock | ||
Redeemable convertible preferred stock | ||
Convertible Preferred Stock | 2,300 | |
Legacy Mobix Common Stock | ||
Stockholders’ equity (deficit) | ||
Common stock, value | ||
Class A Common Stock | ||
Stockholders’ equity (deficit) | ||
Common stock, value | ||
Class B Common Stock | ||
Stockholders’ equity (deficit) | ||
Common stock, value |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($) $ in Thousands | Mar. 31, 2024 | Sep. 30, 2023 |
Founders Convertible Preferred Stock | ||
Convertible Preferred Stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Convertible Preferred Stock, shares authorized | 600,000 | |
Convertible Preferred Stock, shares issued | 588,235 | |
Convertible Preferred Stock, shares outstanding | 588,235 | |
Series A Convertible Preferred Stock | ||
Convertible Preferred Stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Convertible Preferred Stock, shares authorized | 2,000,000 | |
Convertible Preferred Stock, shares issued | 1,666,666 | |
Convertible Preferred Stock, shares outstanding | 1,666,666 | |
Convertible Preferred Stock, liquidation preference (in Dollars) | $ 2,300 | |
Legacy Mobix Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 57,400,000 | |
Common stock, shares issued | 16,692,175 | |
Common stock, shares outstanding | 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 | 23,600,558 | |
Common stock, shares outstanding | 23,600,558 | |
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 | |
Common stock, shares outstanding | 2,254,901 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Net revenue | ||||
Product sales | $ 1,145 | $ 32 | $ 1,430 | $ 711 |
Costs and expenses | ||||
Cost of revenue | 952 | 209 | 1,281 | 903 |
Research and development | 1,397 | 2,633 | 2,959 | 6,050 |
Selling, general and administrative | 7,358 | 9,029 | 23,021 | 14,823 |
Loss from operations | (8,562) | (11,839) | (25,831) | (21,065) |
Interest expense | 248 | 794 | 1,105 | 877 |
Change in fair value of earnout liability | (5,174) | (29,938) | ||
Change in fair value of PIPE make-whole liability | (3,336) | (432) | ||
Change in fair value of private warrants | 420 | 480 | ||
Change in fair value of SAFEs | 508 | 10 | 558 | |
Merger-related transaction costs expensed | 4,009 | |||
Other non-operating losses, net | 1,049 | 1,049 | ||
Loss before income taxes | (1,769) | (13,141) | (2,114) | (22,500) |
Provision (benefit) for income taxes | (16) | 1 | (1,296) | 32 |
Net loss and comprehensive loss | (1,753) | (13,142) | (818) | (22,532) |
Deemed dividend from warrant price adjustment | 661 | 661 | ||
Net loss available to common stockholders | $ (2,414) | $ (13,142) | $ (1,479) | $ (22,532) |
Net loss per common share: | ||||
Basic (in Dollars per share) | $ (0.09) | $ (0.94) | $ (0.06) | $ (1.71) |
Diluted (in Dollars per share) | $ (0.21) | $ (0.94) | $ (0.1) | $ (1.71) |
Weighted-average common shares outstanding: | ||||
Basic (in Shares) | 28,045,995 | 14,025,304 | 24,259,035 | 13,189,879 |
Diluted (in Shares) | 29,199,253 | 14,025,304 | 24,914,569 | 13,189,879 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Preferred Stock Founders Redeemable Convertible | Preferred Stock Series A Redeemable Convertible | Contingently Redeemable Common Stock | Legacy Common Stock | Common Stock Class A | Common Stock Class B | Additional Paid-in Capital | Accumulated Deficit | Total |
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 | ||||||
Issuance of common stock | 5,295 | 5,295 | |||||||
Issuance of common stock (in Shares) | 773,889 | ||||||||
Stock-based compensation | 3,856 | 3,856 | |||||||
Issuance of common stock upon exercise of warrants | 900 | 900 | |||||||
Issuance of common stock upon exercise of warrants (in Shares) | 300,000 | ||||||||
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 | ||||||
Net income (Loss) | (22,532) | ||||||||
Balance at Mar. 31, 2023 | $ 2,300 | 61,508 | (66,673) | (5,165) | |||||
Balance (in Shares) at Mar. 31, 2023 | 588,235 | 1,666,666 | 14,424,203 | ||||||
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 | ||||||
Issuance of common stock | 1,500 | 1,500 | |||||||
Issuance of common stock (in Shares) | 219,475 | ||||||||
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 | 201 | 201 | |||||||
Issuance of common stock to service providers (in Shares) | 29,334 | ||||||||
Issuance of warrants to service providers | 10 | 10 | |||||||
Issuance of warrants in connection with notes payable | 811 | 811 | |||||||
Stock-based compensation | 5,779 | 5,779 | |||||||
Net income (Loss) | (13,142) | (13,142) | |||||||
Balance at Mar. 31, 2023 | $ 2,300 | 61,508 | (66,673) | (5,165) | |||||
Balance (in Shares) at Mar. 31, 2023 | 588,235 | 1,666,666 | 14,424,203 | ||||||
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 | ||||||
Issuance of common stock | 3,286 | 3,286 | |||||||
Issuance of common stock (in Shares) | 482,171 | ||||||||
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 warrants in connection with notes payable | 107 | 107 | |||||||
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) | (18,139,258) | 22,901,838 | 2,254,901 | ||||
Issuance of common stock upon exercise of stock options | |||||||||
Issuance of common stock upon exercise of stock options (in Shares) | 168,235 | ||||||||
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 | ||||||||
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 | |||||||
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 | ||||||
Net income (Loss) | (818) | ||||||||
Balance at Mar. 31, 2024 | 89,394 | (85,241) | 4,153 | ||||||
Balance (in Shares) at Mar. 31, 2024 | 23,600,558 | 2,254,901 | |||||||
Balance at Dec. 31, 2023 | 87,193 | (82,827) | 4,366 | ||||||
Balance (in Shares) at Dec. 31, 2023 | 23,544,492 | 2,254,901 | |||||||
Stock-based compensation | 1,441 | 1,441 | |||||||
Reverse recapitalization transactions, net (Note 3) | 99 | 99 | |||||||
Issuance of common stock upon exercise of stock options | |||||||||
Issuance of common stock upon exercise of stock options (in Shares) | 29,880 | ||||||||
Issuance of common stock upon vesting of RSUs | |||||||||
Issuance of common stock upon vesting of RSUs (in Shares) | 26,186 | ||||||||
Deemed dividend from warrant price adjustment | 661 | (661) | |||||||
Net income (Loss) | (1,753) | (1,753) | |||||||
Balance at Mar. 31, 2024 | $ 89,394 | $ (85,241) | $ 4,153 | ||||||
Balance (in Shares) at Mar. 31, 2024 | 23,600,558 | 2,254,901 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating activities | ||
Net loss | $ (818) | $ (22,532) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 230 | 225 |
Amortization of intangible assets | 636 | 421 |
Issuance of warrants in connection with notes payable, charged to interest expense | 884 | 644 |
Change in fair value of earnout liability | (29,938) | |
Change in fair value of PIPE make-whole liability | (432) | |
Change in fair value of private warrants | 480 | |
Change in fair value of SAFEs | 10 | 558 |
Merger-related transaction costs expensed | 4,009 | |
Stock-based compensation | 14,146 | 9,635 |
Deferred income taxes | (1,296) | |
Other non-cash items | (536) | 29 |
Changes in operating assets and liabilities, net of acquisition of business: | ||
Accounts receivable | (23) | 394 |
Inventory | 113 | 121 |
Prepaid expenses and other current assets | (257) | 167 |
Other assets | (293) | |
Accounts payable | 1,358 | (553) |
Accrued expenses and other current liabilities | (255) | 2,474 |
Net cash used in operating activities | (11,689) | (8,710) |
Investing activities | ||
Acquisition of EMI Solutions, Inc., net of cash acquired | (1,110) | |
Acquisition of property and equipment | (40) | (15) |
Net cash used in investing activities | (1,150) | (15) |
Financing activities | ||
Proceeds from issuance of common stock | 3,286 | 6,897 |
Proceeds from exercise of common stock warrants | 900 | |
Proceeds from issuance of notes payable | 246 | 1,100 |
Proceeds from issuance of notes payable – related parties | 106 | |
Proceeds from issuance of convertible notes | 200 | 250 |
Principal payments on notes payable | (1,177) | (350) |
Principal payments on notes payable – related parties | (1,030) | (106) |
Proceeds from the Merger and PIPE | 21,014 | |
Merger-related transaction costs paid | (6,796) | (250) |
Net cash provided by financing activities | 15,743 | 8,547 |
Net increase (decrease) in cash | 2,904 | (178) |
Cash, beginning of period | 89 | 178 |
Cash, end of period | 2,993 | |
Supplemental cash flow information | ||
Cash paid for interest | 368 | |
Cash paid for income taxes | ||
Non-cash investing and financing activities: | ||
Unpaid Merger-related transaction costs | 1,575 | 2,745 |
Contingently redeemable convertible stock issued for acquisition of EMI Solutions, Inc. | 8,856 | |
Deferred purchase consideration for acquisition of EMI Solutions, Inc. | 886 | |
Conversion of SAFEs to common stock | 1,522 | |
Deemed dividend from warrant price adjustment | 661 | |
Issuance of warrants in connection with notes payable, recorded as debt discount | 107 | 167 |
Issuance of common stock to service providers | $ 201 |
Company Information
Company Information | 6 Months Ended |
Mar. 31, 2024 | |
Company Information [Abstract] | |
Company Information | Note 1 — Company Information Mobix Labs, Inc. (“Mobix Labs” or the “Company”), a Delaware corporation based in Irvine, California, is a fabless semiconductor company developing mmWave 5G and C-Band wireless solutions and delivering connectivity and electromagnetic filtering products for next generation communication systems supporting the aerospace, military, defense, medical and other markets requiring high reliability products. The Company’s wireless mmWave 5G integrated circuits currently in development are designed to deliver advantages in performance, efficiency, size, and cost. The Company’s True Xero active optical cables are designed to meet customer needs for high-quality active optical cable solutions at an affordable price. The Company’s electromagnetic filtering products, which were acquired in the EMI Solutions, Inc. (“EMI Solutions”) acquisition, are designed for, and are currently used in aerospace, military, defense and medical applications. These technologies are designed for large and rapidly growing markets where there is increasing demand for higher performance communication and filtering systems which utilize an expanding mix of both wireless and connectivity technologies. 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 direct subsidiary of Chavant (“Merger Sub”), and Mobix Labs, Inc. (“Legacy Mobix”), a Delaware corporation, pursuant to which, among other things, Merger Sub merged with and into Legacy Mobix, with Legacy Mobix surviving the merger as a wholly-owned direct subsidiary of Chavant (together with the other transactions related thereto, the “Merger”). In connection with the consummation of the Merger (the “Closing”), Chavant changed its name from “Chavant Capital Acquisition Corp.” to “Mobix Labs, Inc.” and Legacy Mobix changed its name from “Mobix Labs, Inc.” to “Mobix Labs Operations, Inc.” As a result of the Merger, the Company raised gross proceeds of $21,014, including the contribution of $1,264 of cash held in Chavant’s trust account and the $19,750 private investment in public equity (“PIPE”) at $10.00 per share of Chavant’s Class A Common Stock. The common stock and public warrants of the combined company began trading on The Nasdaq Stock Market LLC under the symbols “MOBX” and “MOBXW,” respectively, on December 22, 2023. 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 six months ended March 31, 2024 and 2023, the Company incurred losses from operations of $25,831 and $21,065, respectively, and as of March 31, 2024 the Company had an accumulated deficit of $85,241. 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. While the Company recently entered into a committed equity facility to raise additional capital, the amount and timing of the proceeds, if any, the Company may receive from the sale of shares of Class A Common Stock thereunder 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 (see Note 16— Equity 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Mar. 31, 2024 | |
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 consolidated financial position as of March 31, 2024 and its condensed consolidated results of operations and cash flows for the periods ended March 31, 2024 and 2023. The condensed consolidated results of operations for the three months and six months ended March 31, 2024 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: ● valuation of stock-based compensation and equity-based awards; ● valuation of common stock for periods prior to the Merger; ● impairment assessments of goodwill and long-lived assets; ● measurement of the earnout liability, the PIPE make-whole liability and other liabilities carried at fair value; ● purchase price allocation and valuations of net assets acquired in business combinations; and, ● provisions for income taxes and related valuation allowances and tax uncertainties. Cash As of March 31, 2024 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 March 31, 2024 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 March 31, 2024 and September 30, 2023 and bad debt expense for the six months ended March 31, 2024 and 2023 were not material. Inventory Inventory is stated at the lower of cost, determined on a first-in, first-out basis, or net realizable value. Inventory costs consist of purchased materials, outside manufacturing costs, inbound freight and receiving costs, and capitalized overhead. The Company records an inventory reserve for losses associated with excess and obsolete items, based on available information and the Company’s current expectations of future demand, product obsolescence and market conditions. Any provision for excess and obsolete inventory is charged to cost of sales and is a permanent reduction of the carrying value of inventory. The reserve for excess and obsolete inventory as of March 31, 2024 and September 30, 2023 and write-downs of obsolete inventory for the six months ended March 31, 2024 and 2023 were not material. Intangible Assets, net The Company’s intangible assets principally consist of acquired developed technology and customer relationships and have finite lives ranging from one to fifteen years. The Company amortizes intangible assets over their useful lives on a straight-line basis, which the Company believes approximates the pattern in which the economic benefits of the intangible assets are expected to be utilized. To the extent that an acquired developed technology is incorporated in, or used to produce, a product the Company currently produces and sells, the related amortization expense is included in cost of revenue in the statements of operations and comprehensive loss. Amortization expense on other acquisition-related intangible assets is included in operating expenses. Impairment of Long-Lived Assets The Company reviews its long-lived assets, consisting of property and equipment and intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The Company did not record any impairment losses on long-lived assets for the three months and six months ended March 31, 2024 and 2023. 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 and six months ended March 31, 2024 and 2023. 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 cost of capital analysis and are adjusted to reflect inherent risks. Unanticipated events and circumstances may occur that could affect either the accuracy or validity of such assumptions, estimates or actual results. 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 hierarchy for inputs used in measuring fair value that emphasizes the use of observable inputs over the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are market participant assumptions based on market data obtained from sources independent of the Company. Unobservable inputs are the Company’s own assumptions of what market participants would use in pricing an asset or liability based on the best information available in the circumstances. The financial and nonfinancial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. As a basis for considering such assumptions, a three-tier hierarchy is used in management’s determination of fair value based on the reliability and observability of inputs as follows: 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 method required for participating securities. Under the two-class method, net income (loss) is attributed to the Class A and Class B common stock and other participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. Basic net income (loss) per share is computed by dividing the net income (loss) by the weighted-average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed using the weighted-average number of shares and the effect of potentially dilutive securities outstanding during the period. For a period in which the Company reports a net loss, diluted net loss per share is the same as basic net loss per share because potentially dilutive common shares are not assumed to have been issued if their effect is antidilutive. See Note 18, Net Loss Per Share. 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 three months and six months ended March 31, 2024 and 2023. Accounting Pronouncements Recently Adopted The Company is an “emerging growth company,” as defined in the Securities Act. Under the Jumpstart Our Business Startups Act of 2012, an emerging growth company has the option to adopt new or revised accounting guidance either (i) within the same periods as otherwise applicable to public business entities, or (ii) within the same time periods as non-public business entities, including early adoption when permissible. With the exception of accounting guidance the Company elected to early adopt, when permissible, the Company has elected to adopt new or revised accounting guidance within the same time periods as non-public business entities. In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments — Credit Losses (Topic 326) In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers 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 expands segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. The disclosures required under ASU 2023-07 are also required for public entities with a single reportable segment. The ASU is effective for the Company’s fiscal year beginning October 1, 2024 and for interim periods within the Company’s fiscal year beginning October 1, 2025, with early adoption permitted. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures |
Reverse Recapitalization
Reverse Recapitalization | 6 Months Ended |
Mar. 31, 2024 | |
Reverse Recapitalization [Abstract] | |
Reverse Recapitalization | Note 3 — Reverse Recapitalization As discussed in Note 1, Company Information ● All of Legacy Mobix’s 18,139,258 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; ● All of Legacy Mobix’s Founders Redeemable Convertible Preferred Stock and Series A Redeemable Convertible Preferred Stock, totaling 2,254,901 shares, was converted into the same number of shares of the Company’s Class B Common Stock; ● All of Legacy Mobix’s convertible notes were converted into shares of Legacy Mobix common stock immediately prior to Closing and pursuant to their terms, totaling 30,045 shares, which were then cancelled and converted into the same number of shares of the Company’s Class A Common Stock; ● All of Legacy Mobix’s SAFEs were converted into 150,953 shares of the Company’s Class A Common Stock; ● All of Legacy Mobix’s stock options and warrants were assumed by the Company and converted into the same number of stock options or warrants to purchase shares of the Company’s Class A Common Stock, with no change to their exercise prices, vesting conditions or other terms; and ● All of Legacy Mobix’s restricted stock units (“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. The other related events that occurred in connection with the Closing include the following: ● The Company entered into the PIPE Subscription Agreements, as described below; ● The Company entered into the Sponsor PIPE Subscription Agreement, Sponsor Warrant and Sponsor Letter Agreement, as described below; ● The Company entered into a non-redemption agreement with a shareholder, as described below; ● The Company entered into an amendment to its Business Combination Marketing Agreement, as described below; ● The Company assumed the 6,000,000 public warrants (“Public Warrants”) and 3,400,000 private placement warrants (“Private Warrants”) originally issued by Chavant in 2021 in connection with its initial public offering, as described in Note 4 , Warrants ● The Company adopted the 2023 Employee Stock Purchase Plan and the 2023 Equity Incentive Plan, as described in Note 17, Equity Incentive Plans ● The Company adopted an amended and restated certificate of incorporation and amended and restated bylaws; and ● The Company entered into indemnification agreements with each of its directors and officers. 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 agreement with a shareholder of Chavant, pursuant to which the shareholder agreed to withdraw its redemption of 73,706 ordinary shares of Chavant (“Ordinary Shares”) prior to the Merger. In consideration therefor, Mobix Labs issued the shareholder a warrant to purchase 202,692 shares of Legacy Mobix common stock at an exercise price of $0.01 per share, exercisable upon the Closing. The warrant was exercised at the Closing and, following net settlement into 202,489 shares of Legacy Mobix Common Stock, converted into 202,489 shares of Class A Common Stock of the Company in connection with the Closing. 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 “Earnout Period,” commencing on the date that is the one year anniversary of the Closing, pursuant to which up to 1,750,000 shares of Class A Common Stock will be distributed to the Earnout Recipients if the VWAP of the Class A Common Stock exceeds $12.50 for any twenty trading days within a period of thirty consecutive trading days during the Earnout Period and an additional 1,750,000 shares of Class A Common Stock will be distributed to the Earnout Recipients if the VWAP of the Class A Common Stock exceeds $15.00 for any twenty trading days within a period of thirty consecutive trading days during the Earnout Period. 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 March 31, 2024, 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 $3,621. As a result of the 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 March 31, 2024, the Company recognized non-cash gains of $5,174 and $29,938, respectively, for the three months and six months ended March 31, 2024, which are included in “Change in fair value of earnout liability” in the condensed consolidated statements of operations and comprehensive 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 Shares”) to the PIPE Investors, the Sponsor and certain advisors with respect to 2,454,737 shares of the Company’s Class A Common Stock in the event that the VWAP per share of the Class A Common Stock during the thirty-day period (the “Adjustment Period”) commencing on the date that is thirty days after the date on which the PIPE resale registration statement is declared effective (the “Adjustment Period VWAP”) is less than $10.00 per share. In such case, the PIPE Investors will be entitled to receive a number of Make-Whole Shares equal to the number of shares of Class A Common Stock issued to the PIPE Investor multiplied by a fraction, the numerator of which is $10.00 minus the Adjustment Period VWAP and the denominator of which is the Adjustment Period VWAP. In the event that the Adjustment Period VWAP is less than $7.00, the Adjustment Period VWAP will be deemed to be $7.00. The Make-Whole Shares are accounted for as liability-classified instruments because the events that determine the number of Make-Whole Shares issuable 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 Make-Whole Shares using a Monte Carlo simulation model and recorded a liability of $2,071. As of March 31, 2024, the Make-Whole Shares had not been issued and the Company adjusted the carrying amount of the liability to its estimated fair value of $1,639. As a result of the decrease in the fair value of the liability, the Company recorded non-cash gains of $3,336 and $432, respectively, for the three months and six months ended March 31, 2024, which are included in “Change in fair value of PIPE make-whole liability” in the condensed consolidated statements of operations and comprehensive loss. 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 transaction for Legacy Mobix. At the time of the Closing, the Company allocated this amount between the equity-classified instruments and liability-classified instruments, based on their relative fair values, and recorded the $2,354 of costs associated with equity-classified instruments as a reduction of additional paid-in capital and charged the remaining $4,009 of costs associated with liability-classified instruments to expense. The Company also recognized a liability for unpaid transaction costs of Chavant totaling $3,090, which the Company recorded as a reduction of the proceeds of the Merger at the time of the Closing. 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 Legacy 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 ) Subsequent to the Closing, the Company paid $830 of the Merger-related transaction costs and negotiated a $99 reduction of the unpaid transaction costs. |
Warrants
Warrants | 6 Months Ended |
Mar. 31, 2024 | |
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 period after the Public Warrants become exercisable. 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 so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. 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. The Company recognized a noncash deemed dividend of $661 as a result of the warrant price adjustment. 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 option on equity shares. Therefore, the Private Warrants are not considered indexed to the Company’s stock and must be classified as a liability. At the time of Closing, the Company estimated the aggregate fair value of the Private Warrants using the Black-Scholes option-pricing model and recognized a liability of $150. As of March 31, 2024, all of the Private Warrants remained outstanding and the Company adjusted the carrying amount of the liability to its estimated fair value of $630. As a result of the increase in the fair value of the liability, the Company recorded non-cash losses of $420 and $480, respectively, for the three months and six months ended March 31, 2024, which are included in “Change in fair value of private warrants” in the condensed consolidated statements of operations and comprehensive loss. 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 six months ended March 31, 2024, 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 six months ended March 31, 2024, 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 March 31, 2024, 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 During the six months ended March 31, 2023, the Company issued warrants to purchase an aggregate of 300,000 shares of its common stock at $3.00 per share to non-service providers. In December 2022, the holders exercised these warrants and purchased 300,000 shares of the Company’s common stock for cash proceeds of $900. The Company also 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 loss for the six months ended March 31, 2023. Effective March 2023, the warrant was cancelled. See Note 12, Fair Value Measurements |
Acquisition of EMI Solutions, I
Acquisition of EMI Solutions, Inc. | 6 Months Ended |
Mar. 31, 2024 | |
Acquisition of EMI Solutions, Inc. [Abstract] | |
Acquisition of EMI Solutions, Inc. | Note 5 — Acquisition of EMI Solutions, Inc. On December 18, 2023, the Company completed the acquisition of EMI Solutions when the Company acquired all of the issued and outstanding common shares of EMI Solutions, which is accounted for as a business combination. EMI Solutions is a manufacturer of electromagnetic interference filtering products for military and aerospace applications. The Company believes the acquisition of EMI Solutions 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, the Company paid $155 at the time of the consummation of the acquisition and subsequently paid an additional $1,000. The remaining $1,045 cash portion of the consideration is payable in quarterly installments of $174 through June 2025. The merger agreement with EMI Solutions provided that in the event that Legacy Mobix did not complete an initial public offering (including the Merger) within twenty-four months following the completion of the acquisition of EMI Solutions, the sellers could require the Company to pay all unpaid cash consideration and provided the sellers a “put right” wherein the sellers could require that the Company repurchase the 964,912 shares of common stock for a cash amount equal to $6.84 per share. The Company evaluated the terms of the related agreement and concluded that the shares of common stock issued as consideration were contingently redeemable common stock, and required recognition as temporary equity, because the events that determine whether the Company will be required to repurchase 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 option pricing model with the following assumptions: expected volatility of 55.0%; no 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 Solutions are included in the Company’s condensed consolidated financial statements for periods subsequent to the acquisition date. The amounts of revenues and net loss of EMI Solutions included in the Company’s condensed consolidated statement of operations and comprehensive loss for the six months ended March 31, 2024 were $997 and $454, respectively. The following table shows unaudited pro forma revenues and net loss of the Company, as if the acquisition of EMI Solutions 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 Six months ended 2024 2023 2024 2023 Revenues $ 1,145 $ 678 $ 2,197 $ 2,015 Net loss (1,753 ) (13,129 ) (733 ) (22,692 ) |
Inventory
Inventory | 6 Months Ended |
Mar. 31, 2024 | |
Inventory [Abstract] | |
Inventory | Note 6 — Inventory Inventory consists of the following: March 31, September 30, 2024 2023 Raw materials $ 183 $ 265 Finished goods 178 54 Total inventory $ 361 $ 319 |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Mar. 31, 2024 | |
Property and Equipment, Net [Abstract] | |
Property and Equipment, net | Note 7 — Property and Equipment, net Property and equipment, net consists of the following: Estimated Useful Life March 31, September 30, (years) 2024 2023 Equipment and furniture 5 - 7 $ 924 $ 858 Laboratory equipment 5 621 601 Leasehold improvements Shorter of estimated useful life or remaining lease term 891 850 Construction in progress 584 584 Property and equipment, gross 3,020 2,893 Less: Accumulated depreciation (1,257 ) (1,034 ) Property and equipment, net $ 1,763 $ 1,859 Depreciation expense for the three months ended March 31, 2024 and 2023 was $117 and $112, respectively. Depreciation expense for the six months ended March 31, 2024 and 2023 was $230 and $225, respectively. |
Intangible Assets, Net
Intangible Assets, Net | 6 Months Ended |
Mar. 31, 2024 | |
Intangible Assets, Net [Abstract] | |
Intangible Assets, net | Note 8 — Intangible Assets, net Intangible assets, net consist of the following: Estimated March 31, 2024 September 30, 2023 Useful Life (years) Gross Accumulated Amortization Net Gross Accumulated Amortization Net Developed technology 7-10 $ 7,289 $ (2,644 ) $ 4,645 $ 7,289 $ (2,238 ) $ 5,051 Customer relationships 10-15 6,400 (195 ) 6,205 300 (64 ) 236 Trade names 2 100 (14 ) 86 — — — Backlog 1 300 (85 ) 215 — — — $ 14,089 $ (2,938 ) $ 11,151 $ 7,589 $ (2,302 ) $ 5,287 The Company recorded amortization expense related to intangible assets of $399 and $210 during the three months ended March 31, 2024 and 2023, respectively, and $636 and $421 during the six months ended March 31, 2024 and 2023, respectively. The weighted-average remaining lives of intangible assets as of March 31, 2024 were developed technology 5.9 years; customer relationships 14.5 years; trade names 1.7 years; and backlog nine Estimated future amortization expense for intangible assets by fiscal year as of March 31, 2024 is as follows: Years ending September 30, 2024 (remaining six months) $ 799 2025 1,361 2026 1,258 2027 1,247 2028 1,213 Thereafter 5,273 Total $ 11,151 |
Goodwill
Goodwill | 6 Months Ended |
Mar. 31, 2024 | |
Goodwill [Abstract] | |
Goodwill | Note 9 — Goodwill The following table summarizes changes in the carrying amount of goodwill during the six months ended March 31, 2024. There were no changes in the carrying amount of goodwill during the six months ended March 31, 2023. Balance at September 30, 2023 $ 5,217 Acquisition of EMI 5,542 Balance at March 31, 2024 $ 10,759 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended |
Mar. 31, 2024 | |
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: March 31, September 30, 2024 2023 Accrued compensation and benefits $ 1,765 $ 2,841 Liability-classified warrants 206 — Accrued professional fees 706 273 Accrued interest 132 304 Deferred revenue 43 138 Committed equity facility fees 1,575 — Unpaid Merger-related transaction costs 1,240 — Other 1,369 963 Total accrued expenses and other current liabilities $ 7,036 $ 4,519 |
Debt
Debt | 6 Months Ended |
Mar. 31, 2024 | |
Debt [Abstract] | |
Debt | Note 11 — Debt Debt consists of the following: March 31, September 30, 2024 2023 Notes payable $ 400 $ 1,286 7% promissory notes – related parties 2,763 3,349 Notes payable – related parties — 444 SAFEs — 1,512 Total debt 3,163 6,591 Less: Amounts classified as current (3,163 ) (6,591 ) Noncurrent portion $ — $ — Notes Payable During the six months ended March 31, 2024, 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 capital and as a discount to notes payable on the condensed consolidated balance sheet. The Company is amortizing the discount over the term of the related note using the effective interest method. The Company valued the warrant at the time of issuance using the Black-Scholes option pricing model with the following assumptions: expected volatility of 55.6%; no twelve One note, issued in September 2023 and having a principal amount of $531, provided that in the event the Company failed 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 remained 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 103,000 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. During the six months ended March 31, 2023, the Company entered into five promissory notes payable having an aggregate principal amount of $1,100 with unrelated investors to meet its working capital needs. The notes matured at various dates through March 2024. During the six months ended March 31, 2023, the Company repaid $350 under one of these notes. In connection with the issuance of the notes, the Company gave the purchasers warrants to purchase an aggregate of 35,464 shares of its common stock at an exercise price of $0.01 per share. One promissory note also provided that in the event the Company failed to pay the principal amount on the maturity date, the Company must issue the purchaser a warrant to purchase an additional 15,000 shares of its common stock for each seven-day period thereafter until such time as the principal is repaid in full. Through March 31, 2023, the Company had issued the purchaser additional warrants to purchase an aggregate of 165,000 shares of its common stock. As of March 31, 2024, promissory notes payable having a remaining principal balance of $400 were outstanding and are included in “Notes payable” in the condensed consolidated balance sheet. 7% Promissory Notes — Related Parties The Company has two outstanding promissory notes with related parties 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. During the six months ended March 31, 2024 the Company made principal payments of $586 on one of the notes and as of March 31, 2024 an aggregate principal amount of $2,763 remains outstanding. The 7% promissory notes are included in “Notes payable — related parties” in the condensed consolidated balance sheet. Notes Payable — Related Parties As of September 30, 2023, two notes payable—related parties having an aggregate principal balance of $444 were outstanding. During the six months ended March 31, 2024, the Company repaid each of the notes in full. During the six months ended March 31, 2023, the Company issued a promissory note having a principal balance of $106 to an employee of the Company, and repaid the note in full. 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 March 31, 2024, no SAFEs remain outstanding. The Company remeasured the SAFEs to fair value at each reporting date. For the six months ended March 31, 2024 and 2023, 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 loss. Convertible Notes During the six months ended March 31, 2024, 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 term. In connection with the Merger, all outstanding convertible notes were converted into 30,045 shares of the Company’s Class A Common Stock and the $206 carrying amount of the notes and accrued interest thereon was credited to equity, with no gain or loss recognized. As of March 31, 2024, no convertible notes remain outstanding. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Mar. 31, 2024 | |
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 nature of these instruments. The Company believes the aggregate carrying value of debt approximates its fair value as of March 31, 2024 and September 30, 2023 because the notes payable, the 7% promissory notes - related parties, the notes payable - related parties and the convertible notes each mature or were converted within one year of the respective balance sheet dates. Fair Value Hierarchy Liabilities measured at fair value on a recurring basis as of March 31, 2024 are as follows: Level 1 Level 2 Level 3 Total Earnout liability $ — $ — $ 3,621 $ 3,621 PIPE make-whole liability — — 1,639 1,639 Private Warrants and other warrants — — 836 836 Total $ — $ — $ 6,096 $ 6,096 The Company classifies the earnout liability, the PIPE make-whole liability, the Private Warrants and other warrants and the SAFEs as Level 3 financial instruments due to the judgment required to develop the assumptions used and the significance of those assumptions to the fair value measurement. No financial instruments were transferred between levels of the fair value hierarchy during the six months ended March 31, 2024 or March 31, 2023. The following table provides a reconciliation of the balance of financial instruments measured at fair value on a recurring basis using Level 3 inputs: Six months ended March 31, 2024: Earnout Liability PIPE Make-Whole Liability Private Warrants SAFEs Balance, September 30, 2023 $ — $ — $ — $ 1,512 Liabilities recognized 33,559 2,071 882 — Conversion to Class A Common Stock in the Merger — — — (1,522 ) Change in fair value included in net loss (29,938 ) (432 ) (46 ) 10 Balance, March 31, 2024 $ 3,621 $ 1,639 $ 836 $ — Six months ended March 31, 2023: SAFEs Balance, September 30, 2022 $ 1,983 Change in fair value included in net loss 558 Balance, March 31, 2023 $ 2,541 Earnout Liability The Company estimates the fair value of the earnout liability using a Monte Carlo simulation model that utilizes significant assumptions, including volatility, expected term and risk-free rate that determine the probability of achieving the earnout conditions. The following table summarizes the assumptions used in estimating the fair value of the earnout liability at the respective dates: December 21, (Closing) March 31, Stock price $ 10.66 $ 2.01 Expected volatility 50 % 60 % Risk-free rate 3.9 % 4.1 % Contractual term 8 years 7.7 years PIPE Make-Whole Liability The Company uses a Monte Carlo simulation model that utilizes significant assumptions, including volatility, expected term and risk-free rate, to estimate the fair value of the PIPE make-whole liability. The following table summarizes the assumptions used in estimating the fair value of the PIPE make-whole liability at the respective dates: December 21, (Closing) March 31, Stock price $ 10.17 $ 1.56 Expected volatility 49 % 51 % Risk-free rate 5.4 % 5.4 % Contractual term 4 months 3 months |
Leases
Leases | 6 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Leases | Note 13 — Leases The Company has entered into operating leases for office space. The leases have remaining terms ranging from three months to 3.4 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 term, with rent at the then prevailing market rate. The lease requires a security deposit of $400, which is recorded in other assets in the condensed consolidated balance sheets. The following lease costs are included in the condensed consolidated statement of operations and comprehensive loss: Six months ended 2024 2023 Operating lease cost $ 200 $ 202 Short-term lease cost 46 155 Total lease cost $ 246 $ 357 Cash paid for amounts included in the measurement of operating lease liabilities for the six months ended March 31, 2024 and 2023 was $273 and $264, respectively. As of March 31, 2024, the weighted-average remaining lease term was 3.4 years, and the weighted-average discount rate was 15.6%. The Company did not obtain any right-of-use assets in exchange for new operating or financing lease liabilities during the six months ended March 31, 2024. There were no leases that had not yet commenced as of March 31, 2024 that will create significant additional rights and obligations for the Company. The following table reconciles the undiscounted cash flows to the operating lease liabilities recorded on the condensed consolidated balance sheet as of March 31, 2024: Years ending September 30, 2024 (remaining six months) $ 275 2025 526 2026 545 2027 515 Total minimum lease payments 1,861 Less: imputed interest (420 ) Present value of future minimum lease payments 1,441 Less: current obligations under leases (332 ) Long-term lease obligations $ 1,109 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 totaled $615. 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. During the six months ended March 31, 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 March 31, 2024 or September 30, 2023. |
Income Taxes
Income Taxes | 6 Months Ended |
Mar. 31, 2024 | |
Income Taxes [Abstract] | |
Income Taxes | Note 15 — Income Taxes The Company recorded a provision (benefit) for income taxes of $(16) and $1 for the three months ended March 31, 2024 and 2023, respectively, and a provision (benefit) for income taxes of $(1,296) and $32 for the six months ended March 31, 2024 and 2023, respectively. The provision (benefit) for income taxes for the three months and six months ended March 31, 2024 and 2023 was calculated using the discrete year-to-date method. In connection with the acquisition of EMI, the Company recognized an additional deferred tax liability of $1,386 associated with acquired intangible assets. Based on the availability of these tax attributes, the Company determined that it expects to realize a greater portion of its existing deferred tax assets and for the six months ended March 31, 2024 the Company recognized an income tax benefit of $1,296, principally resulting from a reduction in the valuation allowance on its deferred tax assets. For the six months ended March 31, 2023, the Company’s provision for income taxes differs from an amount calculated based on statutory tax rates principally due to the Company recording a valuation allowance against the net operating losses it generated during the period. 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, potential limitations on the Company’s ability to carry forward net operating losses, ongoing tax planning, and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis. Based on these factors, the Company has established a valuation allowance to reduce its net deferred tax assets to the amount that is more likely than not to be realized. |
Equity
Equity | 6 Months Ended |
Mar. 31, 2024 | |
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 six months ended March 31, 2024, 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 capital by allocating the proceeds received among the shares of common stock and the warrant issued based on their relative fair values. During the six months ended March 31, 2023, the Legacy Mobix sold 993,364 shares of its common stock at various dates in private placements for net proceeds of $6,795. As of March 31, 2024, 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 23,600,558 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 3,320,020 Shares issuable under PIPE make-whole provision 1,052,030 Reserve for earnout shares 3,500,000 Stock options and RSUs outstanding 8,601,088 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 230,522,285 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 March 31, 2024, 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 March 31, 2024 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. Committed Equity Facility On March 18, 2024, the Company entered into a Purchase Agreement (“Purchase Agreement”) and a related Registration Rights Agreement with B. Riley Principal Capital II (“B. Riley”) which provides the Company the right, in its sole discretion, and subject to the satisfaction of the conditions set forth therein, to sell to B. Riley up to 9,500,000 newly issued shares of its Class A Common Stock (subject to certain limitations) from time to time. Any sales of Class A Common Stock pursuant to the Purchase Agreement, and the timing of any sales, are solely at the Company’s option, and the Company is under no obligation to sell any securities to B. Riley. The per share purchase price that B. Riley will pay for shares of Class A Common Stock will be determined by reference to the volume weighted average price of the Class A Common Stock measured over the regular trading session or intraday period of the trading session on Nasdaq on the date of each purchase, in each case as defined in the Purchase Agreement, less a three percent discount. 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 15, 2024, then the Company must pay B. Riley the remainder of the commitment fee in cash. The Company also agreed to reimburse B. Riley for reasonable legal fees and disbursements in an amount not to exceed $75 upon the execution of the Purchase Agreement and Registration Rights Agreement and $5 per fiscal quarter. In April 2024, the Company filed 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 shares of Class A Common Stock that the Company may elect to sell to B. Riley pursuant to the Purchase Agreement. As of March 31, 2024, the Company had not sold any shares under the Purchase Agreement. The amount and timing of the proceeds the Company receives from the sale of shares 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. The cash commitment and other fees under the Purchase Agreement totaling $1,575 are included in “Other non-operating losses, net” in the condensed consolidated statement of operations and comprehensive loss for the three months and six months ended March 31, 2024. |
Equity Incentive Plans
Equity Incentive Plans | 6 Months Ended |
Mar. 31, 2024 | |
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 compensation awards to employees, directors, officers, consultants or others who provide services to the Company. The specific terms of such awards are to be established by the board of directors or a committee thereof. The Company has reserved 2,290,183 shares of its Class A Common Stock for issuance under the terms of the 2023 Equity Incentive Plan. As of March 31, 2024, the Company had not issued any awards under this plan. Also in connection with the Merger, the Company adopted the 2023 Employee Stock Purchase Plan to assist eligible employees in acquiring stock ownership in the Company. 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 March 31, 2024, 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 compensation awards and immediately prior to the Merger, Legacy Mobix RSUs and stock options were outstanding under these plans. Under the terms of the 2023 Equity Incentive Plan, no further awards may be made under the Legacy Mobix equity incentive plans. 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 was subject to both a service condition and a performance condition (the completion of the Merger), the Company determined that vesting of the awards was not probable and did not recognize any stock-based compensation expense for these awards prior to the Closing. 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 six months ended March 31, 2024, the Company recognized stock-based compensation expense of $11,846 relating to these RSUs and warrants, which includes a catch-up for the portion of the service period completed prior to the performance condition being satisfied. Also during the six months ended March 31, 2024, in connection with a separation of employment, the Company modified 1,000,000 RSUs held by an employee such that the RSUs—which were subject to forfeiture under their original terms—would continue to vest over their original service period. Because the fair value of the modified awards was lower than the grant-date fair value of the original awards, the Company recognized a $2,242 reduction of stock-based compensation expense during the three months ended March 31, 2024. During the six months ended March 31, 2023, certain employees agreed to forfeit 670,000 RSUs with no current replacement award. As a result, the Company recognized $3,706 of additional stock-based compensation expense in the six months ended March 31, 2023. A summary of activity in the Company’s RSUs for the six months ended March 31, 2024 is as follows: Number Weighted-Average Outstanding at September 30, 2023 209,494 $ 6.84 Performance-based RSUs 3,999,999 $ 8.65 Vested (130,934 ) $ 6.84 Outstanding at March 31, 2024 4,078,559 $ 8.61 No RSUs vested during the six months ended March 31, 2023. Unrecognized compensation expense related to RSUs was $33,946 as of March 31, 2024 and is expected to be recognized over a weighted-average period of 3.8 years. 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 six months ended March 31, 2024 is as follows: Number Weighted- Weighted- Outstanding at September 30, 2023 5,905,684 $ 4.28 Granted 32,200 $ 6.84 Exercised (474,313 ) $ 5.91 Forfeited (941,042 ) $ 6.53 Outstanding at March 31, 2024 4,522,529 $ 3.66 6.3 Exercisable at March 31, 2024 4,041,704 $ 3.29 6.1 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 six months ended March 31, 2024 include options to purchase an aggregate of 474,313 shares which were exercised and settled for 198,115 shares of Class A Common Stock, with no cash proceeds to the Company. Unrecognized stock-based compensation expense related to stock options, totaling $1,911 as of March 31, 2024, is expected to be recognized over a weighted-average period of 2.0 years. The aggregate intrinsic value of stock options outstanding and stock options exercisable as of March 31, 2024 was $3,626 and $3,626, respectively. The total intrinsic value of options exercised during the six months ended March 31, 2024 and 2023 was $1,938 and $0, respectively. The total fair value of options that vested during the six months ended March 31, 2024 and 2023 was $1,221 and $1,887, respectively. The weighted-average grant date fair value of options granted during the six months ended March 31, 2024 and 2023 was $3.50 and $3.58, respectively. The fair value of stock options granted was estimated with the following assumptions: Six months ended March 31, 2024 2023 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 loss include stock-based compensation expense as follows: Three months ended Six months ended 2024 2023 2024 2023 Cost of revenue $ — $ 11 $ — $ 22 Research and development 274 541 775 1,083 Selling, general and administrative 1,167 5,227 13,371 8,530 Total stock-based compensation expense $ 1,441 $ 5,779 $ 14,146 $ 9,635 |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Mar. 31, 2024 | |
Net Income (Loss) Per Share [Abstract] | |
Net Loss Per Share | Note 18 — Net Loss Per Share The Company computes net loss per share of Class A and Class B Common Stock using the two-class method. Basic net loss per share is computed using the weighted-average number of shares outstanding during the period. Diluted net income loss per share is computed using the weighted-average number of shares and the effect of potentially dilutive securities outstanding during the period. Potentially dilutive securities consist of stock options, warrants, RSUs and other contingently issuable shares. The dilutive effect of outstanding stock options, warrants, RSUs and other contingently issuable shares is reflected in diluted earnings per share by application of the more dilutive of (a) the two-class method or (b) the if-converted method and treasury stock method, as applicable. The computation of the diluted net income (loss) per share of Class A Common Stock assumes the conversion of Class B Common Stock, while the diluted net income (loss) per share of Class B Common Stock does not assume the conversion of those shares. In periods where the Company has a net loss, most potentially dilutive securities are not included in the computation as their impact is anti-dilutive; those potentially dilutive securities whose impact is dilutive are included in the computation. For the three months and six months ended March 31, 2024, the PIPE make-whole liability and liability-classified warrants are included in the computation of diluted loss per share as if the underlying shares had been issued as of the later of the beginning of the fiscal period or the date of issuance of those securities. Inclusion of those securities under the if-converted method increases both the net loss for the period and the number of shares used in the per share computation and is dilutive to the Company’s net loss per share. Three months ended 2024 2023 Class A Class B Common Basic net loss per share: Numerator: Allocation of net loss $ (1,612 ) $ (141 ) $ (13,142 ) Deemed dividend from warrant price adjustment (608 ) (53 ) — Net loss available to common stockholders (2,220 ) (194 ) (13,142 ) Denominator: Weighted-average shares outstanding 25,791,094 2,254,901 14,025,304 Basic net loss per share $ (0.09 ) $ (0.09 ) $ (0.94 ) Diluted net loss per share: Numerator: Net loss available to common stockholders $ (2,220 ) $ (194 ) $ (13,142 ) Change in fair value of PIPE make-whole liability (3,068 ) (268 ) — Change in fair value of liability-classified warrants (483 ) (42 ) — Reallocation of net loss as a result of conversion of Class B to Class A Common Stock (504 ) — — Reallocation of net loss — 19 — Allocation of net loss (6,275 ) (485 ) (13,142 ) Denominator: Number of shares used in basic earnings per share calculation 25,791,094 2,254,901 14,025,304 Shares issuable in satisfaction of PIPE make-whole liability 1,052,030 — — Shares issuable under liability-classified warrants 101,228 — — Conversion of Class B to Class A Common Stock 2,254,901 — — Number of shares used in per share computation 29,199,253 2,254,901 14,025,304 Diluted net loss per share $ (0.21 ) $ (0.21 ) $ (0.94 ) Six months ended 2024 2023 Class A Class B Common Basic net loss per share: Numerator: Allocation of net loss $ (742 ) $ (76 ) $ (22,532 ) Deemed dividend from warrant price adjustment (600 ) (61 ) — Net loss available to common stockholders $ (1,342 ) $ (137 ) $ (22,532 ) Denominator: Weighted-average shares outstanding 22,004,134 2,254,901 13,189,879 Basic net loss per share $ (0.06 ) $ (0.06 ) $ (1.71 ) Diluted net loss per share: Numerator: Net loss available to common stockholders $ (1,342 ) $ (137 ) $ (22,532 ) Change in fair value of PIPE make-whole liability (392 ) (40 ) — Change in fair value of liability-classified warrants (476 ) (49 ) — Reallocation of net loss as a result of conversion of Class B to Class A Common Stock (226 ) — — Reallocation of net loss — 6 — Allocation of net loss $ (2,436 ) $ (220 ) $ (22,532 ) Denominator: Number of shares used in basic earnings per share calculation 22,004,134 2,254,901 13,189,879 Shares issuable in satisfaction of PIPE make-whole liability 580,628 Shares issuable under liability-classified warrants 74,906 Conversion of Class B to Class A Common Stock 2,254,901 — — Number of shares used in per share computation 24,914,569 2,254,901 13,189,879 Diluted net loss per share $ (0.10 ) $ (0.10 ) $ (1.71 ) For the purposes of applying the if converted method or treasury stock method for calculating diluted earnings per share, the Public Warrants, Private Warrants, RSUs and stock options result in anti-dilution. Therefore, these securities are not included in the computation of diluted net loss per share. The Earnout Shares were not included for purposes of calculating the number of diluted shares outstanding because the number of dilutive shares is based on a conversion contingency associated with the VWAP of the Class A Common Stock which had not been met, and the contingency was not resolved, during the periods presented herein. 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: Six months ended 2024 2023 Public Warrants and Private Warrants 9,000,000 — Earnout shares 3,500,000 — RSUs 4,078,559 10,984,241 Stock options 4,522,529 6,400,758 Convertible preferred stock (on an as-converted basis) — 2,254,901 Common stock warrants — 400,000 Convertible notes — 131,072 21,101,088 20,170,972 |
Concentrations
Concentrations | 6 Months Ended |
Mar. 31, 2024 | |
Concentrations [Abstract] | |
Concentrations | Note 19 — Concentrations For the three months ended March 31, 2024, one customer accounted for 26% of the Company’s revenues. For the three months ended March 31, 2023, two customers accounted for 100% of the Company’s revenues. For the six months ended March 31, 2024, three customers accounted for 48% of the Company’s revenues. For the six months ended March 31, 2023, one customer accounted for 82% of the Company’s revenues. No other customer accounted for more than 10% of revenues in the respective periods. As of March 31, 2024, two customers had balances due that represented 48% 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. |
Geographical Information
Geographical Information | 6 Months Ended |
Mar. 31, 2024 | |
Geographical Information [Abstract] | |
Geographical Information | Note 20 — Geographical Information Revenues by Geographic Region The Company’s revenues by geographic region, based on ship-to location, are summarized as follows: Three months ended Six months ended 2024 2023 2024 2023 United States $ 980 $ 32 $ 1,248 $ 298 Czech Republic — — 17 185 Thailand — — — 225 Other 165 — 165 3 Total net revenue $ 1,145 $ 32 $ 1,430 $ 711 Long-Lived Assets Substantially all of the Company’s long-lived assets are located in the United States. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 21 — Subsequent Events Agreement to Acquire RaGE Systems, Inc. On May 8, 2024, the Company entered into an agreement (the “RaGE Business Combination Agreement”) to acquire RaGE Systems, Inc. (“RaGE Systems”) for aggregate consideration of $12,000. RaGE Systems specializes in developing products for 5G communications, mmWave imaging, and software defined radio targeting the commercial, industrial, and defense and aerospace sectors. As consideration for the acquisition, the Company will issue the sellers a number of shares of its Class A Common Stock equal to the quotient of (a) $10,000 divided by (b) the VWAP (as defined in the RaGE Business Combination Agreement) of Mobix Class A Common Stock for the fifteen trading days up to and including the fifth business day prior to the closing date. In addition, the Company will pay the sellers an aggregate of $2,000 in cash, of which $200 will be payable on the closing date; $1,000 will be payable on November 15, 2024 and $800 will be payable on April 15, 2025. The Company will also enter into employment agreements with each of the RaGE stockholders. Pursuant to the RaGE Business Combination Agreement, the RaGE stockholders will also be entitled to receive possible earn-out payments of up to $8,000 over eight fiscal quarters, payable in a combination of cash and shares of the Company’s Class A Common Stock, based upon the satisfaction of certain financial metrics and continued employment with the Company. The RaGE Business Combination Agreement also provides the RaGE stockholders with “piggy-back” registration rights, subject to certain requirements and customary conditions. Consummation of the acquisition is subject to the satisfaction or waiver of customary closing conditions, including the satisfactory completion of the Company’s due diligence investigation, set forth in the RaGE Business Combination Agreement. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||||||
Net Income (Loss) | $ (1,753) | $ 935 | $ (13,142) | $ (9,390) | $ (818) | $ (22,532) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Mar. 31, 2024 | |
Summary of Significant Accounting Policies [Abstract] | |
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 consolidated financial position as of March 31, 2024 and its condensed consolidated results of operations and cash flows for the periods ended March 31, 2024 and 2023. The condensed consolidated results of operations for the three months and six months ended March 31, 2024 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. |
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: ● valuation of stock-based compensation and equity-based awards; ● valuation of common stock for periods prior to the Merger; ● impairment assessments of goodwill and long-lived assets; ● measurement of the earnout liability, the PIPE make-whole liability and other liabilities carried at fair value; ● purchase price allocation and valuations of net assets acquired in business combinations; and, ● provisions for income taxes and related valuation allowances and tax uncertainties. |
Cash | Cash As of March 31, 2024 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 March 31, 2024 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, 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 March 31, 2024 and September 30, 2023 and bad debt expense for the six months ended March 31, 2024 and 2023 were not material. |
Inventory | Inventory Inventory is stated at the lower of cost, determined on a first-in, first-out basis, or net realizable value. Inventory costs consist of purchased materials, outside manufacturing costs, inbound freight and receiving costs, and capitalized overhead. The Company records an inventory reserve for losses associated with excess and obsolete items, based on available information and the Company’s current expectations of future demand, product obsolescence and market conditions. Any provision for excess and obsolete inventory is charged to cost of sales and is a permanent reduction of the carrying value of inventory. The reserve for excess and obsolete inventory as of March 31, 2024 and September 30, 2023 and write-downs of obsolete inventory for the six months ended March 31, 2024 and 2023 were not material. |
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 to fifteen years. The Company amortizes intangible assets over their useful lives on a straight-line basis, which the Company believes approximates the pattern in which the economic benefits of the intangible assets are expected to be utilized. To the extent that an acquired developed technology is incorporated in, or used to produce, a product the Company currently produces and sells, the related amortization expense is included in cost of revenue in the statements of operations and comprehensive loss. Amortization expense on other acquisition-related intangible assets is included in operating expenses. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews its long-lived assets, consisting of property and equipment and intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The Company did not record any impairment losses on long-lived assets for the three months and six months ended March 31, 2024 and 2023. |
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 and six months ended March 31, 2024 and 2023. |
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 cost of capital analysis and are adjusted to reflect inherent risks. Unanticipated events and circumstances may occur that could affect either the accuracy or validity of such assumptions, estimates or actual results. |
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 hierarchy for inputs used in measuring fair value that emphasizes the use of observable inputs over the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are market participant assumptions based on market data obtained from sources independent of the Company. Unobservable inputs are the Company’s own assumptions of what market participants would use in pricing an asset or liability based on the best information available in the circumstances. The financial and nonfinancial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. As a basis for considering such assumptions, a three-tier hierarchy is used in management’s determination of fair value based on the reliability and observability of inputs as follows: 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 | 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 method required for participating securities. Under the two-class method, net income (loss) is attributed to the Class A and Class B common stock and other participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. Basic net income (loss) per share is computed by dividing the net income (loss) by the weighted-average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed using the weighted-average number of shares and the effect of potentially dilutive securities outstanding during the period. For a period in which the Company reports a net loss, diluted net loss per share is the same as basic net loss per share because potentially dilutive common shares are not assumed to have been issued if their effect is antidilutive. See Note 18, Net Loss Per Share. |
Comprehensive Loss | 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 three months and six months ended March 31, 2024 and 2023. |
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 business entities, including early adoption when permissible. With the exception of accounting guidance the Company elected to early adopt, when permissible, the Company has elected to adopt new or revised accounting guidance within the same time periods as non-public business entities. In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments — Credit Losses (Topic 326) In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers |
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 expands segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. The disclosures required under ASU 2023-07 are also required for public entities with a single reportable segment. The ASU is effective for the Company’s fiscal year beginning October 1, 2024 and for interim periods within the Company’s fiscal year beginning October 1, 2025, with early adoption permitted. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures |
Reverse Recapitalization (Table
Reverse Recapitalization (Tables) | 6 Months Ended |
Mar. 31, 2024 | |
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 Legacy 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,_2
Acquisition of EMI Solutions, Inc. (Tables) | 6 Months Ended |
Mar. 31, 2024 | |
Acquisition of EMI Solutions, Inc. [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 Six months ended 2024 2023 2024 2023 Revenues $ 1,145 $ 678 $ 2,197 $ 2,015 Net loss (1,753 ) (13,129 ) (733 ) (22,692 ) |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Mar. 31, 2024 | |
Inventory [Abstract] | |
Schedule of Inventory | Inventory consists of the following: March 31, September 30, 2024 2023 Raw materials $ 183 $ 265 Finished goods 178 54 Total inventory $ 361 $ 319 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Mar. 31, 2024 | |
Property and Equipment, Net [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net consists of the following: Estimated Useful Life March 31, September 30, (years) 2024 2023 Equipment and furniture 5 - 7 $ 924 $ 858 Laboratory equipment 5 621 601 Leasehold improvements Shorter of estimated useful life or remaining lease term 891 850 Construction in progress 584 584 Property and equipment, gross 3,020 2,893 Less: Accumulated depreciation (1,257 ) (1,034 ) Property and equipment, net $ 1,763 $ 1,859 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 6 Months Ended |
Mar. 31, 2024 | |
Intangible Assets, Net [Abstract] | |
Schedule of Intangible Assets | Intangible assets, net consist of the following: Estimated March 31, 2024 September 30, 2023 Useful Life (years) Gross Accumulated Amortization Net Gross Accumulated Amortization Net Developed technology 7-10 $ 7,289 $ (2,644 ) $ 4,645 $ 7,289 $ (2,238 ) $ 5,051 Customer relationships 10-15 6,400 (195 ) 6,205 300 (64 ) 236 Trade names 2 100 (14 ) 86 — — — Backlog 1 300 (85 ) 215 — — — $ 14,089 $ (2,938 ) $ 11,151 $ 7,589 $ (2,302 ) $ 5,287 |
Schedule of Estimated Future Amortization Expense for Intangible Assets | Estimated future amortization expense for intangible assets by fiscal year as of March 31, 2024 is as follows: Years ending September 30, 2024 (remaining six months) $ 799 2025 1,361 2026 1,258 2027 1,247 2028 1,213 Thereafter 5,273 Total $ 11,151 |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Mar. 31, 2024 | |
Goodwill [Abstract] | |
Schedule of Goodwill | The following table summarizes changes in the carrying amount of goodwill during the six months ended March 31, 2024. There were no changes in the carrying amount of goodwill during the six months ended March 31, 2023. Balance at September 30, 2023 $ 5,217 Acquisition of EMI 5,542 Balance at March 31, 2024 $ 10,759 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended |
Mar. 31, 2024 | |
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: March 31, September 30, 2024 2023 Accrued compensation and benefits $ 1,765 $ 2,841 Liability-classified warrants 206 — Accrued professional fees 706 273 Accrued interest 132 304 Deferred revenue 43 138 Committed equity facility fees 1,575 — Unpaid Merger-related transaction costs 1,240 — Other 1,369 963 Total accrued expenses and other current liabilities $ 7,036 $ 4,519 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Mar. 31, 2024 | |
Debt [Abstract] | |
Schedule of Debt | Debt consists of the following: March 31, September 30, 2024 2023 Notes payable $ 400 $ 1,286 7% promissory notes – related parties 2,763 3,349 Notes payable – related parties — 444 SAFEs — 1,512 Total debt 3,163 6,591 Less: Amounts classified as current (3,163 ) (6,591 ) Noncurrent portion $ — $ — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Mar. 31, 2024 | |
Fair Value Measurements [Abstract] | |
Schedule of Liabilities Measured at Fair Value on a Recurring Basis | Liabilities measured at fair value on a recurring basis as of March 31, 2024 are as follows: Level 1 Level 2 Level 3 Total Earnout liability $ — $ — $ 3,621 $ 3,621 PIPE make-whole liability — — 1,639 1,639 Private Warrants and other warrants — — 836 836 Total $ — $ — $ 6,096 $ 6,096 |
Schedule of Fair Value on a Recurring Basis Using Level 3 Inputs | The following table provides a reconciliation of the balance of financial instruments measured at fair value on a recurring basis using Level 3 inputs: Six months ended March 31, 2024: Earnout Liability PIPE Make-Whole Liability Private Warrants SAFEs Balance, September 30, 2023 $ — $ — $ — $ 1,512 Liabilities recognized 33,559 2,071 882 — Conversion to Class A Common Stock in the Merger — — — (1,522 ) Change in fair value included in net loss (29,938 ) (432 ) (46 ) 10 Balance, March 31, 2024 $ 3,621 $ 1,639 $ 836 $ — Six months ended March 31, 2023: SAFEs Balance, September 30, 2022 $ 1,983 Change in fair value included in net loss 558 Balance, March 31, 2023 $ 2,541 |
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, (Closing) March 31, Stock price $ 10.66 $ 2.01 Expected volatility 50 % 60 % Risk-free rate 3.9 % 4.1 % Contractual term 8 years 7.7 years December 21, (Closing) March 31, Stock price $ 10.17 $ 1.56 Expected volatility 49 % 51 % Risk-free rate 5.4 % 5.4 % Contractual term 4 months 3 months |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Schedule of Lease Costs | The following lease costs are included in the condensed consolidated statement of operations and comprehensive loss: Six months ended 2024 2023 Operating lease cost $ 200 $ 202 Short-term lease cost 46 155 Total lease cost $ 246 $ 357 |
Schedule of Undiscounted Cash Flows to the Operating Lease Liabilities | The following table reconciles the undiscounted cash flows to the operating lease liabilities recorded on the condensed consolidated balance sheet as of March 31, 2024: Years ending September 30, 2024 (remaining six months) $ 275 2025 526 2026 545 2027 515 Total minimum lease payments 1,861 Less: imputed interest (420 ) Present value of future minimum lease payments 1,441 Less: current obligations under leases (332 ) Long-term lease obligations $ 1,109 |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Schedule of Common Stock Available for Issuance | As of March 31, 2024, 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 23,600,558 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 3,320,020 Shares issuable under PIPE make-whole provision 1,052,030 Reserve for earnout shares 3,500,000 Stock options and RSUs outstanding 8,601,088 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 230,522,285 |
Equity Incentive Plans (Tables)
Equity Incentive Plans (Tables) | 6 Months Ended |
Mar. 31, 2024 | |
Equity Incentive Plans [Abstract] | |
Summary of Activity in the Company's RSUs | A summary of activity in the Company’s RSUs for the six months ended March 31, 2024 is as follows: Number Weighted-Average Outstanding at September 30, 2023 209,494 $ 6.84 Performance-based RSUs 3,999,999 $ 8.65 Vested (130,934 ) $ 6.84 Outstanding at March 31, 2024 4,078,559 $ 8.61 |
Schedule of Stock Option Activity | Stock option activity for the six months ended March 31, 2024 is as follows: Number Weighted- Weighted- Outstanding at September 30, 2023 5,905,684 $ 4.28 Granted 32,200 $ 6.84 Exercised (474,313 ) $ 5.91 Forfeited (941,042 ) $ 6.53 Outstanding at March 31, 2024 4,522,529 $ 3.66 6.3 Exercisable at March 31, 2024 4,041,704 $ 3.29 6.1 |
Schedule of Weighted-Average Grant Date Fair Value of Options Granted | The fair value of stock options granted was estimated with the following assumptions: Six months ended March 31, 2024 2023 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 |
Schedule of Consolidated Statements of Operations and Comprehensive Loss | The condensed consolidated statements of operations and comprehensive loss include stock-based compensation expense as follows: Three months ended Six months ended 2024 2023 2024 2023 Cost of revenue $ — $ 11 $ — $ 22 Research and development 274 541 775 1,083 Selling, general and administrative 1,167 5,227 13,371 8,530 Total stock-based compensation expense $ 1,441 $ 5,779 $ 14,146 $ 9,635 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Mar. 31, 2024 | |
Net Income (Loss) Per Share [Abstract] | |
Schedule of Net Income (Loss) Per Share Per Common Share of Basic and Diluted | Inclusion of those securities under the if-converted method increases both the net loss for the period and the number of shares used in the per share computation and is dilutive to the Company’s net loss per share. Three months ended 2024 2023 Class A Class B Common Basic net loss per share: Numerator: Allocation of net loss $ (1,612 ) $ (141 ) $ (13,142 ) Deemed dividend from warrant price adjustment (608 ) (53 ) — Net loss available to common stockholders (2,220 ) (194 ) (13,142 ) Denominator: Weighted-average shares outstanding 25,791,094 2,254,901 14,025,304 Basic net loss per share $ (0.09 ) $ (0.09 ) $ (0.94 ) Diluted net loss per share: Numerator: Net loss available to common stockholders $ (2,220 ) $ (194 ) $ (13,142 ) Change in fair value of PIPE make-whole liability (3,068 ) (268 ) — Change in fair value of liability-classified warrants (483 ) (42 ) — Reallocation of net loss as a result of conversion of Class B to Class A Common Stock (504 ) — — Reallocation of net loss — 19 — Allocation of net loss (6,275 ) (485 ) (13,142 ) Denominator: Number of shares used in basic earnings per share calculation 25,791,094 2,254,901 14,025,304 Shares issuable in satisfaction of PIPE make-whole liability 1,052,030 — — Shares issuable under liability-classified warrants 101,228 — — Conversion of Class B to Class A Common Stock 2,254,901 — — Number of shares used in per share computation 29,199,253 2,254,901 14,025,304 Diluted net loss per share $ (0.21 ) $ (0.21 ) $ (0.94 ) Six months ended 2024 2023 Class A Class B Common Basic net loss per share: Numerator: Allocation of net loss $ (742 ) $ (76 ) $ (22,532 ) Deemed dividend from warrant price adjustment (600 ) (61 ) — Net loss available to common stockholders $ (1,342 ) $ (137 ) $ (22,532 ) Denominator: Weighted-average shares outstanding 22,004,134 2,254,901 13,189,879 Basic net loss per share $ (0.06 ) $ (0.06 ) $ (1.71 ) Diluted net loss per share: Numerator: Net loss available to common stockholders $ (1,342 ) $ (137 ) $ (22,532 ) Change in fair value of PIPE make-whole liability (392 ) (40 ) — Change in fair value of liability-classified warrants (476 ) (49 ) — Reallocation of net loss as a result of conversion of Class B to Class A Common Stock (226 ) — — Reallocation of net loss — 6 — Allocation of net loss $ (2,436 ) $ (220 ) $ (22,532 ) Denominator: Number of shares used in basic earnings per share calculation 22,004,134 2,254,901 13,189,879 Shares issuable in satisfaction of PIPE make-whole liability 580,628 Shares issuable under liability-classified warrants 74,906 Conversion of Class B to Class A Common Stock 2,254,901 — — Number of shares used in per share computation 24,914,569 2,254,901 13,189,879 Diluted net loss per share $ (0.10 ) $ (0.10 ) $ (1.71 ) |
Schedule of Dilutive Securities not Included in Net Income (Loss) Per Share 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: Six months ended 2024 2023 Public Warrants and Private Warrants 9,000,000 — Earnout shares 3,500,000 — RSUs 4,078,559 10,984,241 Stock options 4,522,529 6,400,758 Convertible preferred stock (on an as-converted basis) — 2,254,901 Common stock warrants — 400,000 Convertible notes — 131,072 21,101,088 20,170,972 |
Geographical Information (Table
Geographical Information (Tables) | 6 Months Ended |
Mar. 31, 2024 | |
Geographical Information [Abstract] | |
Schedule of Company’s Revenue by Geographic Region | The Company’s revenues by geographic region, based on ship-to location, are summarized as follows: Three months ended Six months ended 2024 2023 2024 2023 United States $ 980 $ 32 $ 1,248 $ 298 Czech Republic — — 17 185 Thailand — — — 225 Other 165 — 165 3 Total net revenue $ 1,145 $ 32 $ 1,430 $ 711 |
Company Information (Details)
Company Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 20, 2023 | Sep. 30, 2023 | |
Company Information [Line Items] | ||||||
Gross proceeds | $ 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 | $ 0.01 | |||
Incurred losses from operations | $ (8,562) | $ (11,839) | $ (25,831) | $ (21,065) | ||
Accumulated deficit | $ (85,241) | $ (85,241) | $ (83,762) | |||
Class A Common Stock [Member] | ||||||
Company Information [Line Items] | ||||||
Common stock price per share (in Dollars per share) | $ 10 | $ 10 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) - Developed technology [Member] | Mar. 31, 2024 |
Minimum [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Finite live intangible assets term | 1 year |
Maximum [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Finite live intangible assets term | 15 years |
Reverse Recapitalization (Detai
Reverse Recapitalization (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||||||
Dec. 21, 2023 | Dec. 20, 2023 | Dec. 19, 2023 | Mar. 31, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Apr. 30, 2024 | Mar. 18, 2024 | Sep. 30, 2023 | |
Reverse Recapitalization [Line Items] | |||||||||
Common stock shares outstanding | 23,600,558 | 23,600,558 | |||||||
Converted into common stock | 202,489 | 272,182 | |||||||
Public warrants | 6,000,000 | ||||||||
Private placement warrants | 3,400,000 | ||||||||
Price per share (in Dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
Weighted average price of the shares purchased (in Dollars per share) | $ 10 | $ 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 | 9,500,000 | |||||||
Aggregate outstanding obligations (in Dollars) | $ 1,997 | ||||||||
Redemption of ordinary shares | 73,706 | ||||||||
Purchase of shares | 202,692 | ||||||||
Non-cash gains (in Dollars) | $ 5,174 | ||||||||
Other non-cash gains (in Dollars) | 3,336 | ||||||||
Transaction costs (in Dollars) | $ 830 | $ 830 | |||||||
Equity-classified instruments costs (in Dollars) | 2,354 | ||||||||
Liability-classified instruments to expense (in Dollars) | 4,009 | ||||||||
Unpaid transaction cost (in Dollars) | $ 99 | ||||||||
PIPE Subscription Agreements [Member] | |||||||||
Reverse Recapitalization [Line Items] | |||||||||
Price per share (in Dollars per share) | $ 0.01 | $ 0.01 | |||||||
Warrants to purchase shares exercisable | 1,750,000 | ||||||||
Sponsor PIPE Subscription Agreement [Member] | |||||||||
Reverse Recapitalization [Line Items] | |||||||||
Warrants to purchase shares exercisable | 272,454 | ||||||||
VWAP price (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 | 1,750,000 | |||||||
Price per share (in Dollars per share) | $ 12.5 | $ 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) | $ 3,621 | 3,621 | |||||||
Non-cash gains (in Dollars) | $ 29,938 | ||||||||
Make-Whole Shares [Member] | |||||||||
Reverse Recapitalization [Line Items] | |||||||||
VWAP price (in Dollars per share) | $ 7 | ||||||||
Per share value (in Dollars per share) | $ 10 | $ 10 | |||||||
Liability in connection with the merger (in Dollars) | $ 2,071 | ||||||||
Liability to its estimated fair value (in Dollars) | $ 1,639 | 1,639 | |||||||
Other non-cash gains (in Dollars) | 432 | ||||||||
Legacy Mobix [Member] | |||||||||
Reverse Recapitalization [Line Items] | |||||||||
Purchase of shares | 993,364 | ||||||||
Transaction costs (in Dollars) | $ 6,363 | 6,363 | |||||||
Unpaid transaction costs (in Dollars) | $ 3,090 | ||||||||
Class A Common Stock [Member] | |||||||||
Reverse Recapitalization [Line Items] | |||||||||
Shares of common stock | 23,600,558 | 23,600,558 | |||||||
Common stock shares outstanding | 23,600,558 | 23,600,558 | |||||||
Conversion of notes into shares | 30,045 | ||||||||
Converted into common stock | 202,489 | 150,953 | |||||||
Aggregate shares purchase | 1,975,000 | ||||||||
Price per share (in Dollars per share) | $ 10 | $ 10 | |||||||
Aggregate amount in cash (in Dollars) | $ 19,750 | ||||||||
Shares issued | 9,500,000 | ||||||||
Aggregate shares | 280,000 | ||||||||
Per share value (in Dollars per share) | $ 10 | ||||||||
Class A Common Stock [Member] | PIPE Subscription Agreements [Member] | |||||||||
Reverse Recapitalization [Line Items] | |||||||||
Shares of common stock | 1,950,000 | 1,950,000 | |||||||
Class A Common Stock [Member] | Sponsor PIPE Subscription Agreement [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 | ||||||||
Class A Common Stock [Member] | Earnout Shares [Member] | |||||||||
Reverse Recapitalization [Line Items] | |||||||||
Price per share (in Dollars per share) | $ 15 | $ 15 | |||||||
Additional shares of common stock | 1,750,000 | 1,750,000 | |||||||
Class A Common Stock [Member] | Make-Whole Shares [Member] | |||||||||
Reverse Recapitalization [Line Items] | |||||||||
Shares of common stock | 2,454,737 | 2,454,737 | |||||||
Price per share (in Dollars per share) | $ 10 | $ 10 | |||||||
Class A Common Stock [Member] | Legacy Mobix [Member] | |||||||||
Reverse Recapitalization [Line Items] | |||||||||
Shares of common stock | 18,139,258 | 18,139,258 | |||||||
Common stock shares outstanding | 18,139,258 | 18,139,258 | |||||||
Class B Common Stock [Member] | |||||||||
Reverse Recapitalization [Line Items] | |||||||||
Shares of common stock | 2,254,901 | 2,254,901 | |||||||
Common stock shares outstanding | 2,254,901 | 2,254,901 |
Reverse Recapitalization (Det_2
Reverse Recapitalization (Details) - Schedule of Condensed Consolidated Financial Statements - USD ($) $ in Thousands | 6 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Closing proceeds: | ||
Proceeds from Chavant trust fund | $ 1,264 | |
Proceeds from PIPE investment | 19,750 | |
Closing disbursements: | ||
Legacy 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) | |
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 | |
Common Stock [Member] | Class A 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 | |
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) |
Warrants (Details)
Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | |
Warrants [Line Items] | |||||
Warrants (in Shares) | 400,000 | ||||
Price per share | $ 3 | ||||
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 percentage | 180% | ||||
Redemption trigger price | $ 18 | ||||
Warrant price adjustment (in Dollars) | $ (661) | $ (661) | |||
Recognized liability (in Dollars) | 150 | 150 | |||
Estimated fair value (in Dollars) | 630 | 630 | |||
Non-cash losses (in Dollars) | 420 | 480 | |||
Changes in fair value (in Dollars) | $ 526 | 526 | |||
Cash proceeds (in Dollars) | 3,286 | $ 6,897 | |||
Fair value of selling and administrative expenses (in Dollars) | $ 1,598 | ||||
Public Warrants [Member] | |||||
Warrants [Line Items] | |||||
Warrants (in Shares) | 6,000,000 | 6,000,000 | |||
Price per share | $ 0.01 | $ 0.01 | |||
Private Warrant [Member] | |||||
Warrants [Line Items] | |||||
Warrants (in Shares) | 3,400,000 | 3,400,000 | |||
Sponsor [Member] | |||||
Warrants [Line Items] | |||||
Warrants (in Shares) | 400,000 | 400,000 | |||
Warrants [Member] | |||||
Warrants [Line Items] | |||||
Warrants (in Shares) | 300,000 | ||||
Price per share | $ 0.01 | $ 0.01 | |||
Adjustment of exercise price of warrants based on market value and newly issued price percentage | 115% | ||||
Cash proceeds (in Dollars) | $ 900 | ||||
Common Stock [Member] | |||||
Warrants [Line Items] | |||||
Price per share | 0.01 | $ 0.01 | |||
Common Stock [Member] | Warrants [Member] | |||||
Warrants [Line Items] | |||||
Price per share | $ 3 | $ 3 | |||
Legacy Mobix [Member] | |||||
Warrants [Line Items] | |||||
Warrants (in Shares) | 51,020 | 51,020 | |||
Price per share | $ 0.01 | $ 0.01 | |||
PIPE Subscription Agreement [Member] | |||||
Warrants [Line Items] | |||||
Price per share | 0.01 | 0.01 | |||
PIPE Subscription Agreement [Member] | Maximum [Member] | |||||
Warrants [Line Items] | |||||
Price per share | 11.5 | 11.5 | |||
Redemption trigger price | 18 | ||||
PIPE Subscription Agreement [Member] | Minimum [Member] | |||||
Warrants [Line Items] | |||||
Price per share | $ 5.79 | 5.79 | |||
Redemption trigger price | $ 9.06 | ||||
Investor [Member] | |||||
Warrants [Line Items] | |||||
Warrants (in Shares) | 27,413 | 27,413 | |||
Price per share | $ 0.01 | $ 0.01 | |||
Legacy Mobix [Member] | |||||
Warrants [Line Items] | |||||
Price per share | $ 0.01 | $ 0.01 | |||
Liability fair value of warrants (in Dollars) | $ 206 | ||||
Class A Common Stock [Member] | |||||
Warrants [Line Items] | |||||
Warrants (in Shares) | 300,000 | 300,000 | |||
Price per share | $ 18 | $ 18 | |||
Warrant price adjustment (in Dollars) | $ (608) | $ (600) | |||
Issue warrants (in Shares) | 103,000 | ||||
Class A Common Stock [Member] | Public Warrants [Member] | |||||
Warrants [Line Items] | |||||
Price per share | $ 11.5 | $ 11.5 | |||
Class A Common Stock [Member] | Warrants [Member] | |||||
Warrants [Line Items] | |||||
Warrants (in Shares) | 130,000 | 130,000 | |||
Price per share | $ 0.01 | $ 0.01 | |||
Legacy Mobix Warrants [Member] | |||||
Warrants [Line Items] | |||||
Warrants (in Shares) | 373,031 | 373,031 | |||
Legacy Mobix Warrants [Member] | Class A Common Stock [Member] | |||||
Warrants [Line Items] | |||||
Warrants (in Shares) | 369,671 | 369,671 |
Acquisition of EMI Solutions,_3
Acquisition of EMI Solutions, Inc. (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Mar. 31, 2024 | Sep. 30, 2023 | |
Acquisition of EMI Solutions, Inc. [Line Items] | ||
Cash | $ 2,200 | |
Consideration paid | 155 | |
Cash portion | 2,993 | $ 89 |
Cash consideration | $ 174 | |
Repurchase shares of common stock (in Shares) | 964,912 | |
Percentage of expected volatility | 55% | |
Percentage of dividend yield | ||
Percentage of risk-free interest rate | 4.50% | |
Permanent equity, carrying value | $ 8,856 | |
Legacy Mobix [Member] | ||
Acquisition of EMI Solutions, Inc. [Line Items] | ||
Price per share (in Dollars per share) | $ 6,840 | |
Common stock value | $ 8,856 | |
Business Acquisition [Member] | ||
Acquisition of EMI Solutions, Inc. [Line Items] | ||
Estimated fair value | 8,856 | |
Acquisition payable | 1,000 | |
EMI Solutions Inc [Member] | ||
Acquisition of EMI Solutions, Inc. [Line Items] | ||
Cash portion | 1,045 | |
Revenue | 997 | |
Comprehensive loss | $ 454 | |
Common Stock [Member] | ||
Acquisition of EMI Solutions, Inc. [Line Items] | ||
Consideration acquisition shares (in Shares) | 964,912 | |
Repurchase shares of common stock (in Shares) | 964,912 |
Acquisition of EMI Solutions,_4
Acquisition of EMI Solutions, Inc. (Details) - Schedule of Purchase Consideration and Allocation - EMI [Member] $ in Thousands | 6 Months Ended |
Mar. 31, 2024 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,_5
Acquisition of EMI Solutions, Inc. (Details) - Schedule of Unaudited Pro Forma Revenues and Net Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Schedule of Unaudited Pro Forma Revenues and Net Income (Loss) [Abstract] | ||||
Revenues | $ 1,145 | $ 678 | $ 2,197 | $ 2,015 |
Net loss | $ (1,753) | $ (13,129) | $ (733) | $ (22,692) |
Inventory (Details) - Schedule
Inventory (Details) - Schedule of Inventory - USD ($) $ in Thousands | Mar. 31, 2024 | Sep. 30, 2023 |
Schedule of Inventory [Abstract] | ||
Raw materials | $ 183 | $ 265 |
Finished goods | 178 | 54 |
Total inventory | $ 361 | $ 319 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Property and Equipment, Net [Abstract] | ||||
Depreciation expense | $ 117 | $ 112 | $ 230 | $ 225 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of Property and Equipment - USD ($) $ in Thousands | Mar. 31, 2024 | Sep. 30, 2023 |
Schedule of Property and Equipment [Line Items] | ||
Property and equipment gross | $ 3,020 | $ 2,893 |
Less: Accumulated depreciation | (1,257) | (1,034) |
Property and equipment, net | 1,763 | 1,859 |
Equipment and furniture [Member] | ||
Schedule of Property and Equipment [Line Items] | ||
Property and equipment gross | $ 924 | 858 |
Laboratory equipment [Member] | ||
Schedule of Property and Equipment [Line Items] | ||
Property and equipment estimated useful life | 5 years | |
Property and equipment gross | $ 621 | 601 |
Leasehold improvements [Member] | ||
Schedule of Property and Equipment [Line Items] | ||
Property and equipment gross | $ 891 | 850 |
Property and equipment estimated useful life | Shorter of estimated useful life or remaining lease term | |
Construction in progress [Member] | ||
Schedule of Property and Equipment [Line Items] | ||
Property and equipment gross | $ 584 | $ 584 |
Minimum [Member] | Equipment and furniture [Member] | ||
Schedule of Property and Equipment [Line Items] | ||
Property and equipment estimated useful life | 5 years | |
Maximum [Member] | Equipment and furniture [Member] | ||
Schedule of Property and Equipment [Line Items] | ||
Property and equipment estimated useful life | 7 years |
Intangible Assets, Net (Details
Intangible Assets, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Intangible Assets, Net [Line Items] | ||||
Amortization of intangible assets | $ 399 | $ 210 | $ 636 | $ 421 |
Developed Technology [Member] | ||||
Intangible Assets, Net [Line Items] | ||||
weighted-average remaining lives of intangible assets | 5 years 10 months 24 days | |||
Customer Relationships [Member] | ||||
Intangible Assets, Net [Line Items] | ||||
weighted-average remaining lives of intangible assets | 14 years 6 months | |||
Trade Names [Member] | ||||
Intangible Assets, Net [Line Items] | ||||
weighted-average remaining lives of intangible assets | 1 year 8 months 12 days | |||
Backlog [Member] | ||||
Intangible Assets, Net [Line Items] | ||||
weighted-average remaining lives of intangible assets | 9 years |
Intangible Assets, Net (Detai_2
Intangible Assets, Net (Details) - Schedule of Intangible Assets - USD ($) $ in Thousands | Mar. 31, 2024 | Sep. 30, 2023 |
Schedule of Intangible Assets [Line Items] | ||
Gross | $ 14,089 | $ 7,589 |
Accumulated Amortization | (2,938) | (2,302) |
Net | 11,151 | 5,287 |
Developed technology [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Gross | 7,289 | 7,289 |
Accumulated Amortization | (2,644) | (2,238) |
Net | 4,645 | 5,051 |
Customer relationships [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Gross | 6,400 | 300 |
Accumulated Amortization | (195) | (64) |
Net | $ 6,205 | 236 |
Trade names [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Estimated Useful Life (years) | 2 years | |
Gross | $ 100 | |
Accumulated Amortization | (14) | |
Net | $ 86 | |
Backlog [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Estimated Useful Life (years) | 1 year | |
Gross | $ 300 | |
Accumulated Amortization | (85) | |
Net | $ 215 | |
Minimum [Member] | Developed technology [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Estimated Useful Life (years) | 7 years | |
Minimum [Member] | Customer relationships [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Estimated Useful Life (years) | 10 years | |
Maximum [Member] | Developed technology [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Estimated Useful Life (years) | 10 years | |
Maximum [Member] | Customer relationships [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Estimated Useful Life (years) | 15 years |
Intangible Assets, Net (Detai_3
Intangible Assets, Net (Details) - Schedule of Estimated Future Amortization Expense for Intangible Assets $ in Thousands | Sep. 30, 2023 USD ($) |
Schedule Of Estimated Future Amortization Expense For Intangible Assets [Abstract] | |
2024 (remaining six months) | $ 799 |
2025 | 1,361 |
2026 | 1,258 |
2027 | 1,247 |
2028 | 1,213 |
Thereafter | 5,273 |
Total | $ 11,151 |
Goodwill (Details) - Schedule o
Goodwill (Details) - Schedule of Goodwill $ in Thousands | 6 Months Ended |
Mar. 31, 2024 USD ($) | |
Schedule of Goodwill [Abstract] | |
Balance at September 30, 2023 | $ 5,217 |
Acquisition of EMI | 5,542 |
Balance at March 31, 2024 | $ 10,759 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - Schedule of Accrued Expenses and Other Current Liabilities - USD ($) $ in Thousands | Mar. 31, 2024 | Sep. 30, 2023 |
Schedule of Accrued Expenses and Other Current Liabilities [Abstract] | ||
Accrued compensation and benefits | $ 1,765 | $ 2,841 |
Liability-classified warrants | 206 | |
Accrued professional fees | 706 | 273 |
Accrued interest | 132 | 304 |
Deferred revenue | 43 | 138 |
Committed equity facility fees | 1,575 | |
Unpaid Merger-related transaction costs | 1,240 | |
Other | 1,369 | 963 |
Total accrued expenses and other current liabilities | $ 7,036 | $ 4,519 |
Debt (Details)
Debt (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Debt [Line Items] | |||||
Exercise price per share (in Dollars per share) | $ 3 | ||||
Proceeds allocated to warrants | $ 79 | ||||
Expected volatility rate | 55.60% | ||||
Expected dividend yield | |||||
Risk-free interest rate | 5.30% | ||||
Aggregate principal amount | $ 531 | ||||
Warrant to purchase additional shares (in Shares) | 15,000 | ||||
Warrants to purchase aggregate shares (in Shares) | 35,464 | ||||
Remaining principal balance | 400 | $ 1,286 | |||
Original Purchase amount | 1,000 | ||||
Carrying amount of SAFE | 1,512 | ||||
Common stock at exercise prices (in Dollars per share) | $ 0.01 | ||||
Warrant [Member] | |||||
Debt [Line Items] | |||||
Warrant to purchase (in Shares) | 47,020 | ||||
Exercise price per share (in Dollars per share) | $ 0.01 | ||||
Warrant to purchase shares (in Shares) | 28,000 | ||||
Warrant to purchase additional shares (in Shares) | 25,000 | ||||
Two Promissory Note [Member] | |||||
Debt [Line Items] | |||||
Principal amount | $ 250 | ||||
Notes Payable [Member] | |||||
Debt [Line Items] | |||||
Principal amount | 2,763 | ||||
Repaid principal amount | $ 100 | $ 350 | |||
Warrants contractual term | 12 months | ||||
Contractual term | 12 years | ||||
Fair value | $ 10 | 50 | |||
Five Promissory Notes [Member] | |||||
Debt [Line Items] | |||||
Principal amount | $ 1,100 | ||||
Promissory Notes [Member] | |||||
Debt [Line Items] | |||||
Principal amount | 586 | ||||
Exercise price per share (in Dollars per share) | $ 0.01 | ||||
Remaining principal balance | $ 400 | ||||
Bear interest | 7% | ||||
Promissory Notes-Related parties [Member] | |||||
Debt [Line Items] | |||||
Promissory notes percentage | 7% | ||||
SAFEs [Member] | |||||
Debt [Line Items] | |||||
Carrying amount of SAFE | $ 1,512 | ||||
Convertible Notes [Member] | |||||
Debt [Line Items] | |||||
Bore interest percentage | 16% | ||||
Conversion price per share (in Dollars per share) | $ 6.84 | ||||
Carrying amount of equity | $ 206 | ||||
Minimum [Member] | |||||
Debt [Line Items] | |||||
Percentage of interest at rates | 6% | ||||
Expected dividend yield | 0% | 0% | |||
Contractual term | 4 years 6 months | 5 years | |||
Maximum [Member] | |||||
Debt [Line Items] | |||||
Percentage of interest at rates | 76% | ||||
Expected dividend yield | 0% | 0% | |||
Contractual term | 5 years 3 months 18 days | 5 years 9 months 18 days | |||
Common Stock [Member] | |||||
Debt [Line Items] | |||||
Exercise price per share (in Dollars per share) | $ 0.01 | ||||
Warrants to purchase aggregate shares (in Shares) | 103,000 | ||||
Common Stock [Member] | Warrant [Member] | |||||
Debt [Line Items] | |||||
Exercise price per share (in Dollars per share) | $ 3 | ||||
Related Parties [Member] | |||||
Debt [Line Items] | |||||
Remaining principal balance | 444 | ||||
Related Parties [Member] | Notes Payable [Member] | |||||
Debt [Line Items] | |||||
Principal amount | $ 444 | ||||
Related Parties [Member] | Promissory Notes [Member] | |||||
Debt [Line Items] | |||||
Bear interest | 7% | ||||
Related Parties [Member] | Promissory Notes-Related parties [Member] | |||||
Debt [Line Items] | |||||
Bear interest | 7% | 7% | |||
Convertible Notes [Member] | Notes Payable [Member] | |||||
Debt [Line Items] | |||||
Principal amount | $ 200 | ||||
Investor [Member] | Warrant [Member] | |||||
Debt [Line Items] | |||||
Warrants to purchase aggregate shares (in Shares) | 4,000 | ||||
Director [Member] | Two Promissory Note [Member] | |||||
Debt [Line Items] | |||||
Principal amount | $ 150 | ||||
Director [Member] | Notes Payable [Member] | |||||
Debt [Line Items] | |||||
Principal amount | $ 4 | ||||
Class A Common Stock [Member] | |||||
Debt [Line Items] | |||||
Exercise price per share (in Dollars per share) | $ 18 | ||||
Warrants to purchase aggregate shares (in Shares) | 165,000 | ||||
Converted shares (in Shares) | 150,953 | ||||
Class A Common Stock [Member] | Warrant [Member] | |||||
Debt [Line Items] | |||||
Exercise price per share (in Dollars per share) | $ 0.01 | ||||
Class A Common Stock [Member] | Convertible Notes [Member] | |||||
Debt [Line Items] | |||||
Converted shares (in Shares) | 30,045 |
Debt (Details) - Schedule of De
Debt (Details) - Schedule of Debt - USD ($) $ in Thousands | Mar. 31, 2024 | Sep. 30, 2023 |
Schedule of Debt [Line Items] | ||
Notes payable | $ 400 | $ 1,286 |
Notes payable – related parties | 400 | 1,286 |
SAFEs | 1,512 | |
Total debt | 3,163 | 6,591 |
Less: Amounts classified as current | (3,163) | (6,591) |
Noncurrent portion | ||
Related Party [Member] | ||
Schedule of Debt [Line Items] | ||
Notes payable | 444 | |
7% promissory notes – related parties | 2,763 | 3,349 |
Notes payable – related parties | $ 444 |
Debt (Details) - Schedule of _2
Debt (Details) - Schedule of Debt (Parentheticals) | Mar. 31, 2024 | Sep. 30, 2023 |
Promissory Notes-Related parties [Member] | Related Party [Member] | ||
Schedule of Debt [Line Items] | ||
Percentage of promissory notes | 7% | 7% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | Mar. 31, 2024 | Sep. 30, 2023 |
Promissory Notes [Member] | ||
Fair Value Measurements [Line Items] | ||
Percentage of promissory notes | 7% | 7% |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Liabilities Measured at Fair Value on a Recurring Basis - Fair Value, Recurring [Member] $ in Thousands | 6 Months Ended |
Mar. 31, 2024 USD ($) | |
Schedule of Liabilities Measured at Fair Value on a Recurring Basis [Line Items] | |
Total | $ 6,096 |
Level 1 [Member] | |
Schedule of Liabilities Measured at Fair Value on a Recurring Basis [Line Items] | |
Total | |
Level 2 [Member] | |
Schedule of Liabilities Measured at Fair Value on a Recurring Basis [Line Items] | |
Total | |
Level 3 [Member] | |
Schedule of Liabilities Measured at Fair Value on a Recurring Basis [Line Items] | |
Total | 6,096 |
Earnout liability [Member] | |
Schedule of Liabilities Measured at Fair Value on a Recurring Basis [Line Items] | |
Total | 3,621 |
Earnout liability [Member] | Level 1 [Member] | |
Schedule of Liabilities Measured at Fair Value on a Recurring Basis [Line Items] | |
Total | |
Earnout liability [Member] | Level 2 [Member] | |
Schedule of Liabilities Measured at Fair Value on a Recurring Basis [Line Items] | |
Total | |
Earnout liability [Member] | Level 3 [Member] | |
Schedule of Liabilities Measured at Fair Value on a Recurring Basis [Line Items] | |
Total | 3,621 |
PIPE make-whole liability [Member] | |
Schedule of Liabilities Measured at Fair Value on a Recurring Basis [Line Items] | |
Total | 1,639 |
PIPE make-whole liability [Member] | Level 1 [Member] | |
Schedule of Liabilities Measured at Fair Value on a Recurring Basis [Line Items] | |
Total | |
PIPE make-whole liability [Member] | Level 2 [Member] | |
Schedule of Liabilities Measured at Fair Value on a Recurring Basis [Line Items] | |
Total | |
PIPE make-whole liability [Member] | Level 3 [Member] | |
Schedule of Liabilities Measured at Fair Value on a Recurring Basis [Line Items] | |
Total | 1,639 |
Private Warrants and other warrants [Member] | |
Schedule of Liabilities Measured at Fair Value on a Recurring Basis [Line Items] | |
Total | 836 |
Private Warrants and other warrants [Member] | Level 1 [Member] | |
Schedule of Liabilities Measured at Fair Value on a Recurring Basis [Line Items] | |
Total | |
Private Warrants and other warrants [Member] | Level 2 [Member] | |
Schedule of Liabilities Measured at Fair Value on a Recurring Basis [Line Items] | |
Total | |
Private Warrants and other warrants [Member] | Level 3 [Member] | |
Schedule of Liabilities Measured at Fair Value on a Recurring Basis [Line Items] | |
Total | $ 836 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of Fair Value on a Recurring Basis Using Level 3 Inputs - USD ($) $ in Thousands | 6 Months Ended | |
Mar. 31, 2024 | Mar. 30, 2023 | |
Earnout Liability [Member] | ||
Schedule of Fair Value on a Recurring Basis Using Level 3 Inputs [Line Items] | ||
Balance, beginning | ||
Liabilities recognized | 33,559 | |
Conversion to Class A Common Stock in the Merger | ||
Change in fair value included in net loss | (29,938) | |
Balance, ending | 3,621 | |
PIPE Make-Whole Liability [Member] | ||
Schedule of Fair Value on a Recurring Basis Using Level 3 Inputs [Line Items] | ||
Balance, beginning | ||
Liabilities recognized | 2,071 | |
Conversion to Class A Common Stock in the Merger | ||
Change in fair value included in net loss | (432) | |
Balance, ending | 1,639 | |
Private Warrants and Other Warrants [Member] | ||
Schedule of Fair Value on a Recurring Basis Using Level 3 Inputs [Line Items] | ||
Balance, beginning | ||
Liabilities recognized | 882 | |
Conversion to Class A Common Stock in the Merger | ||
Change in fair value included in net loss | (46) | |
Balance, ending | 836 | |
SAFEs [Member] | ||
Schedule of Fair Value on a Recurring Basis Using Level 3 Inputs [Line Items] | ||
Balance, beginning | 1,512 | |
Liabilities recognized | ||
Conversion to Class A Common Stock in the Merger | (1,522) | |
Change in fair value included in net loss | 10 | |
Balance, ending | ||
SAFEs [Member] | ||
Schedule of Fair Value on a Recurring Basis Using Level 3 Inputs [Line Items] | ||
Balance, beginning | $ 1,983 | |
Change in fair value included in net loss | 558 | |
Balance, ending | $ 2,541 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of Assumptions Used in Estimating the Fair Value - $ / shares | 3 Months Ended | 6 Months Ended |
Dec. 31, 2023 | Mar. 31, 2024 | |
Earnout Liability [Member] | ||
Schedule of Assumptions Used in Estimating the Fair Value [Line Items] | ||
Stock price (in Dollars per share) | $ 10.66 | $ 2.01 |
Expected volatility | 50% | 60% |
Risk-free rate | 3.90% | 4.10% |
Contractual term | 8 years | 7 years 8 months 12 days |
PIPE Make-Whole Liability [Member] | ||
Schedule of Assumptions Used in Estimating the Fair Value [Line Items] | ||
Stock price (in Dollars per share) | $ 10.17 | $ 1.56 |
Expected volatility | 49% | 51% |
Risk-free rate | 5.40% | 5.40% |
Contractual term | 4 years | 3 years |
Leases (Details)
Leases (Details) $ in Thousands | 6 Months Ended | |
Mar. 31, 2024 USD ($) m² | Mar. 31, 2023 USD ($) | |
Leases [Line Items] | ||
Remaining terms | 3 years 4 months 24 days | |
Lease covering (in Square Meters) | m² | 19,436 | |
Lease security deposit | $ 400 | |
Operating lease liabilities | $ 273 | $ 264 |
Remaining lease term | 3 years 4 months 24 days | |
Weighted average discount rate | 15.60% |
Leases (Details) - Schedule of
Leases (Details) - Schedule of Lease Costs - USD ($) $ in Thousands | 6 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Schedule of Lease Costs [Abstract] | ||
Operating lease cost | $ 200 | $ 202 |
Short-term lease cost | 46 | 155 |
Total lease cost | $ 246 | $ 357 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of Undiscounted Cash Flows to the Operating Lease Liabilities - USD ($) $ in Thousands | Mar. 31, 2024 | Sep. 30, 2023 |
Schedule of Undiscounted Cash Flows to the Operating Lease Liabilities [Abstract] | ||
2024 (remaining six months) | $ 275 | |
2025 | 526 | |
2026 | 545 | |
2027 | 515 | |
Total minimum lease payments | 1,861 | |
Less: imputed interest | (420) | |
Present value of future minimum lease payments | 1,441 | |
Less: current obligations under leases | (332) | $ (318) |
Long-term lease obligations | $ 1,109 | $ 1,280 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Sep. 30, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | |
Commitments and Contingencies [Line Items] | |||
Unconditional purchase commitment | $615 | ||
Shares of common stock in settlement amount | $ 8,434 | ||
Common Stock [Member] | |||
Commitments and Contingencies [Line Items] | |||
Shares of common stock in settlement | 1,233,108 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Income Taxes [Line Items] | ||||
Provision (benefit) for income taxes | $ (16) | $ 1 | $ (1,296) | $ 32 |
Deferred tax liability | $ 1,386 | 1,386 | ||
Income tax benefit | $ 1,296 |
Equity (Details)
Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | ||||||
Dec. 20, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Apr. 30, 2024 | Mar. 18, 2024 | Sep. 30, 2023 | Dec. 31, 2022 | |
Equity [Line Items] | |||||||
Issuance of common stock | 202,692 | ||||||
Private placement net proceeds (in Dollars) | $ 3,286 | ||||||
Price per share (in Dollars per share) | $ 3 | ||||||
Shares issued | 199,737 | 9,500,000 | |||||
Cash commitment fee (in Dollars) | $ 1,500 | ||||||
Cash form aggregate purchase price | 30% | ||||||
Legal fees (in Dollars) | $ 75 | ||||||
Registration rights agreement (in Dollars) | 5 | ||||||
Other fees (in Dollars) | $ 1,575 | ||||||
Legacy Mobix [Member] | |||||||
Equity [Line Items] | |||||||
Issuance of common stock | 993,364 | ||||||
Private placement net proceeds (in Dollars) | $ 6,795 | ||||||
Shares of common stock | 27,413 | ||||||
Price per share (in Dollars per share) | $ 0.01 | ||||||
Class A Common Stock [Member] | |||||||
Equity [Line Items] | |||||||
Shares authorized | 285,000,000 | 285,000,000 | |||||
Common stock vote | one | ||||||
Price per share (in Dollars per share) | $ 18 | ||||||
Shares issued | 9,500,000 | ||||||
Class B Common Stock [Member] | |||||||
Equity [Line Items] | |||||||
Shares authorized | 5,000,000 | 5,000,000 | |||||
Common stock vote | ten | ||||||
Convertible preferred stock | 2,254,901 | ||||||
Common Stock [Member] | |||||||
Equity [Line Items] | |||||||
Issuance of common stock | 482,171 | ||||||
Preferred Stock [Member] | Legacy Mobix [Member] | |||||||
Equity [Line Items] | |||||||
Preferred stock par share (in Dollars per share) | $ 0.00001 | ||||||
Preferred Stock [Member] | Legacy Mobix [Member] | |||||||
Equity [Line Items] | |||||||
Shares of preferred stock | 10,000,000 |
Equity (Details) - Schedule of
Equity (Details) - Schedule of Common Stock Available for Issuance - shares | Mar. 31, 2024 | Sep. 30, 2023 |
Equity [Line Items] | ||
Class A Common Stock outstanding | 23,600,558 | |
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 | 3,320,020 | |
Shares issuable under PIPE make-whole provision | 1,052,030 | |
Reserve for earnout shares | 3,500,000 | |
Stock options and RSUs outstanding | 8,601,088 | |
Awards available for grant under 2023 Equity Incentive Plan | 2,290,183 | |
Awards available for grant under 2023 Employee Stock Purchase Plan | 2,290,183 | |
Common stock available for issuance | 230,522,285 | |
Class A Common Stock [Member] | ||
Equity [Line Items] | ||
Authorized number of shares of Class A Common Stock | 285,000,000 | 285,000,000 |
Class A Common Stock outstanding | 23,600,558 | |
Reserve for conversion of Class B Common Stock | 2,254,901 | |
Employee Stock Purchase Plan [Member] | ||
Equity [Line Items] | ||
Awards available for grant under 2023 Equity Incentive Plan | 858,935 | |
Awards available for grant under 2023 Employee Stock Purchase Plan | 858,935 |
Equity Incentive Plans (Details
Equity Incentive Plans (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2022 | Mar. 31, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2022 | |
Equity Incentive Plans [Line Items] | |||||
Shares of common stock (in Shares) | 2,290,183 | 2,290,183 | |||
Fair market value percentage | 85% | ||||
Restrticed stock units shares (in Shares) | 10,000,000 | 1,000,000 | |||
Forfeited shares (in Shares) | 670,000 | ||||
Common stock warrants (in Shares) | 400,000 | ||||
Stock based compensation expense | $ 2,242 | $ 3,706 | |||
Unrecognized compensation expense | $ 1,911 | ||||
Weighted-average period | 2 years | ||||
Aggregate intrinsic value of stock options outstanding | 3,626 | $ 3,626 | |||
Stock options exercisable | $ 3,626 | 3,626 | |||
Total intrinsic value | 1,938 | $ 0 | |||
Fair value of options vested | $ 1,221 | $ 1,887 | |||
Weighted-average grant date fair value of options (in Dollars per share) | $ 3.5 | $ 3.58 | |||
Restricted Stock Units (RSUs) [Member] | |||||
Equity Incentive Plans [Line Items] | |||||
Restrticed stock units shares (in Shares) | 5,000,000 | ||||
Forfeited shares (in Shares) | 10,000,000 | ||||
Common stock warrants (in Shares) | 1,000,000 | ||||
Stock based compensation expense | $ 11,846 | ||||
Unrecognized compensation expense | $ 33,946 | ||||
Weighted-average period | 3 years 9 months 18 days | ||||
Stock Options [Member] | |||||
Equity Incentive Plans [Line Items] | |||||
Stock option shares (in Shares) | 474,313 | ||||
Class A Common Stock [Member] | |||||
Equity Incentive Plans [Line Items] | |||||
Common stock warrants (in Shares) | 300,000 | 300,000 | |||
Class A Common Stock [Member] | Stock Options [Member] | |||||
Equity Incentive Plans [Line Items] | |||||
Stock option shares (in Shares) | 198,115 | ||||
2023 Equity Incentive Plan [Member] | |||||
Equity Incentive Plans [Line Items] | |||||
Shares of common stock (in Shares) | 2,290,183 | 2,290,183 | |||
2023 Employee Stock Purchase Plan [Member] | |||||
Equity Incentive Plans [Line Items] | |||||
Shares of common stock (in Shares) | 858,935 | 858,935 |
Equity Incentive Plans (Detai_2
Equity Incentive Plans (Details) - Summary of Activity in the Company's RSUs - Restricted Stock Units (RSUs) [Member] | 6 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Summary of Activity in the Company's RSUs [Line Items] | |
Number of units, Outstanding | shares | 209,494 |
Weighted-Average Grant Date Fair Value per Unit, Outstanding | $ / shares | $ 6.84 |
Number of units, Performance-based RSUs | shares | 3,999,999 |
Weighted-Average Grant Date Fair Value per Unit, Performance-based RSUs | $ / shares | $ 8.65 |
Number of units, Vested | shares | (130,934) |
Weighted-Average Grant Date Fair Value per Unit, Vested | $ / shares | $ 6.84 |
Number of units, Outstanding | shares | 4,078,559 |
Weighted-Average Grant Date Fair Value per Unit, Outstanding | $ / shares | $ 8.61 |
Equity Incentive Plans (Detai_3
Equity Incentive Plans (Details) - Schedule of Stock Option Activity - Stock option activity [Member] - $ / shares | 6 Months Ended |
Mar. 31, 2024 | |
Schedule of Stock Option Activity [Line Items] | |
Number of Options, Outstanding | 5,905,684 |
Weighted-Average Exercise Price per Share, Outstanding | $ 4.28 |
Number of Options, Outstanding | 4,522,529 |
Weighted-Average Exercise Price per Share, Outstanding | $ 3.66 |
Weighted-Average Remaining Contractual Term (years), Outstanding | 6 years 3 months 18 days |
Number of Options, Exercisable | 4,041,704 |
Weighted-Average Exercise Price per Share, Exercisable | $ 3.29 |
Weighted-Average Remaining Contractual Term (years), Exercisable | 6 years 1 month 6 days |
Number of Options, Granted | 32,200 |
Weighted-Average Exercise Price per Share, Granted | $ 6.84 |
Number of Options, Exercised | (474,313) |
Weighted-Average Exercise Price per Share, Exercised | $ 5.91 |
Number of Options, Forfeited | (941,042) |
Weighted-Average Exercise Price per Share, Forfeited | $ 6.53 |
Equity Incentive Plans (Detai_4
Equity Incentive Plans (Details) - Schedule of Weighted-Average Grant Date Fair Value of Options Granted | 6 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Low [Member] | ||
Schedule of Weighted-Average Grant Date Fair Value of Options Granted [Line Items] | ||
Expected volatility | 54.80% | 52.40% |
Expected dividend yield | 0% | 0% |
Risk-free interest rate | 3.90% | 3.60% |
Expected term (years) | 4 years 6 months | 5 years |
High [Member] | ||
Schedule of Weighted-Average Grant Date Fair Value of Options Granted [Line Items] | ||
Expected volatility | 55.60% | 53.60% |
Expected dividend yield | 0% | 0% |
Risk-free interest rate | 4.40% | 4.20% |
Expected term (years) | 5 years 3 months 18 days | 5 years 9 months 18 days |
Equity Incentive Plans (Detai_5
Equity Incentive Plans (Details) - Schedule of Consolidated Statements of Operations and Comprehensive Loss - Stock Option [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Schedule of Consolidated Statements of Operations and Comprehensive Loss [Line Items] | ||||
Cost of revenue | $ 11 | $ 22 | ||
Research and development | 274 | 541 | 775 | 1,083 |
Selling, general and administrative | 1,167 | 5,227 | 13,371 | 8,530 |
Total stock-based compensation expense | $ 1,441 | $ 5,779 | $ 14,146 | $ 9,635 |
Net Loss Per Share (Details) -
Net Loss Per Share (Details) - Schedule of Net Income (Loss) Per Share Per Common Share of Basic and Diluted - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Class A Common Stock [Member] | ||||
Numerator: | ||||
Allocation of net loss | $ (1,612) | $ (742) | ||
Deemed dividend from warrant price adjustment | (608) | (600) | ||
Net loss available to common stockholders | $ (2,220) | $ (1,342) | ||
Denominator: | ||||
Weighted-average shares outstanding (in Shares) | 25,791,094 | 22,004,134 | ||
Basic net loss per share (in Dollars per share) | $ (0.09) | $ (0.06) | ||
Numerator: | ||||
Net loss available to common stockholders | $ (2,220) | $ (1,342) | ||
Change in fair value of PIPE make-whole liability | (3,068) | (392) | ||
Change in fair value of liability-classified warrants | (483) | (476) | ||
Reallocation of net loss as a result of conversion of Class B to Class A Common Stock | (504) | (226) | ||
Reallocation of net loss | ||||
Allocation of net loss | $ (6,275) | $ (2,436) | ||
Denominator: | ||||
Number of shares used in basic earnings per share calculation (in Shares) | 25,791,094 | 22,004,134 | ||
Shares issuable in satisfaction of PIPE make-whole liability (in Shares) | 1,052,030 | 580,628 | ||
Shares issuable under liability-classified warrants | $ 101,228 | $ 74,906 | ||
Conversion of Class B to Class A Common Stock (in Shares) | 2,254,901 | 2,254,901 | ||
Number of shares used in per share computation (in Shares) | 29,199,253 | 24,914,569 | ||
Diluted net loss per share (in Dollars per share) | $ (0.21) | $ (0.1) | ||
Class B Common Stock [Member] | ||||
Numerator: | ||||
Allocation of net loss | $ (141) | $ (76) | ||
Deemed dividend from warrant price adjustment | (53) | (61) | ||
Net loss available to common stockholders | $ (194) | $ (137) | ||
Denominator: | ||||
Weighted-average shares outstanding (in Shares) | 2,254,901 | 2,254,901 | ||
Basic net loss per share (in Dollars per share) | $ (0.09) | $ (0.06) | ||
Numerator: | ||||
Net loss available to common stockholders | $ (194) | $ (137) | ||
Change in fair value of PIPE make-whole liability | (268) | (40) | ||
Change in fair value of liability-classified warrants | (42) | (49) | ||
Reallocation of net loss as a result of conversion of Class B to Class A Common Stock | ||||
Reallocation of net loss | 19 | 6 | ||
Allocation of net loss | $ (485) | $ (220) | ||
Denominator: | ||||
Number of shares used in basic earnings per share calculation (in Shares) | 2,254,901 | 2,254,901 | ||
Shares issuable in satisfaction of PIPE make-whole liability (in Shares) | ||||
Shares issuable under liability-classified warrants | ||||
Conversion of Class B to Class A Common Stock (in Shares) | ||||
Number of shares used in per share computation (in Shares) | 2,254,901 | 2,254,901 | ||
Diluted net loss per share (in Dollars per share) | $ (0.21) | $ (0.1) | ||
Common Stock [Member] | ||||
Numerator: | ||||
Allocation of net loss | $ (13,142) | $ (22,532) | ||
Deemed dividend from warrant price adjustment | ||||
Net loss available to common stockholders | $ (13,142) | $ (22,532) | ||
Denominator: | ||||
Weighted-average shares outstanding (in Shares) | 14,025,304 | 13,189,879 | ||
Basic net loss per share (in Dollars per share) | $ (0.94) | $ (1.71) | ||
Numerator: | ||||
Net loss available to common stockholders | $ (13,142) | $ (22,532) | ||
Change in fair value of PIPE make-whole liability | ||||
Change in fair value of liability-classified warrants | ||||
Reallocation of net loss as a result of conversion of Class B to Class A Common Stock | ||||
Reallocation of net loss | ||||
Allocation of net loss | $ (13,142) | $ (22,532) | ||
Denominator: | ||||
Number of shares used in basic earnings per share calculation (in Shares) | 14,025,304 | 13,189,879 | ||
Shares issuable in satisfaction of PIPE make-whole liability (in Shares) | ||||
Shares issuable under liability-classified warrants | ||||
Conversion of Class B to Class A Common Stock (in Shares) | ||||
Number of shares used in per share computation (in Shares) | 14,025,304 | 13,189,879 | ||
Diluted net loss per share (in Dollars per share) | $ (0.94) | $ (1.71) |
Net Loss Per Share (Details) _2
Net Loss Per Share (Details) - Schedule of Dilutive Securities not Included in Net Income (Loss) Per Share Common Share - USD ($) | 6 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Schedule of Dilutive Securities not Included in Net Income (Loss) Per Share Common Share [Abstract] | ||
Public Warrants and Private Warrants | 9,000,000 | |
Earnout shares | 3,500,000 | |
RSUs | 4,078,559 | 10,984,241 |
Stock options | 4,522,529 | 6,400,758 |
Convertible preferred stock (on an as-converted basis) | 2,254,901 | |
Common stock warrants | 400,000 | |
Convertible notes (in Dollars) | $ 131,072,000 | |
Total | 21,101,088 | 20,170,972 |
Concentrations (Details)
Concentrations (Details) - Customer Concentration Risk [Member] - Revenue Benchmark [Member] | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
One Customer [Member] | |||||
Concentrations [Line Items] | |||||
Risk percentage | 26% | 48% | 82% | ||
Two Customer [Member] | |||||
Concentrations [Line Items] | |||||
Risk percentage | 97% | 100% | |||
Three customers [Member] | |||||
Concentrations [Line Items] | |||||
Risk percentage | 48% |
Geographical Information (Detai
Geographical Information (Details) - Schedule of Company’s Revenue by Geographic Region - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 1,145 | $ 32 | $ 1,430 | $ 711 |
United States [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 980 | 32 | 1,248 | 298 |
Czech Republic [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 17 | 185 | ||
Thailand [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 225 | |||
Other [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 165 | $ 165 | $ 3 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | 6 Months Ended | |||
May 08, 2024 | Mar. 31, 2024 | Apr. 15, 2025 | Nov. 15, 2024 | |
Subsequent Events (Details) [Line Items] | ||||
Manufacturing services | $ 12,000 | |||
Aggregate cash | $ 2,000 | |||
Sellers aggregate amount | 200 | |||
Other Loans Payable | $ 800 | |||
Earn-out payments | 8,000 | |||
Common Class A [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Dividends common stock | $ 10,000 | |||
Forecast [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Sellers aggregate amount | $ 1,000 |