Document And Entity Information
Document And Entity Information | 9 Months Ended |
Jun. 30, 2024 | |
Document Information Line Items | |
Entity Registrant Name | MOBIX LABS, INC. |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 1 |
Entity Central Index Key | 0001855467 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | DE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2024 | Sep. 30, 2023 |
Current assets | ||
Cash | $ 205 | $ 89 |
Accounts receivable, net | 1,478 | 53 |
Inventory | 1,906 | 319 |
Prepaid expenses and other current assets | 481 | 369 |
Total current assets | 4,070 | 830 |
Property and equipment, net | 1,915 | 1,859 |
Intangible assets, net | 18,570 | 5,287 |
Goodwill | 15,206 | 5,217 |
Operating lease right-of-use assets | 1,086 | 1,030 |
Deferred transaction costs | 4,125 | |
Other assets | 430 | 400 |
Total assets | 41,277 | 18,748 |
Current liabilities | ||
Accounts payable | 10,572 | 8,995 |
Accrued expenses and other current liabilities | 8,839 | 4,519 |
Deferred purchase consideration | 2,466 | |
Notes payable | 723 | 1,286 |
Simple agreements for future equity (“SAFEs”) | 1,512 | |
Operating lease liabilities, current | 406 | 318 |
Total current liabilities | 25,501 | 20,423 |
Earnout liability | 2,960 | |
PIPE make-whole liability | 1,949 | |
Deferred tax liability | 361 | 86 |
Operating lease liabilities, noncurrent | 1,139 | 1,280 |
Other noncurrent liabilities | 831 | |
Total liabilities | 32,741 | 21,789 |
Commitments and contingencies (Note 14) | ||
Stockholders’ equity (deficit) | ||
Additional paid-in capital | 101,456 | 78,421 |
Accumulated deficit | (92,920) | (83,762) |
Total stockholders’ equity (deficit) | 8,536 | (5,341) |
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit) | 41,277 | 18,748 |
Related Party | ||
Current liabilities | ||
Notes payable – related parties | 2,495 | 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 (Parentheticals) - USD ($) $ in Thousands | Jun. 30, 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 | 28,326,474 | |
Common stock, shares outstanding | 28,326,474 | |
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 | 9 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Net revenue | $ 2,058 | $ 80 | $ 3,488 | $ 791 |
Costs and expenses | ||||
Cost of revenue | 1,327 | 285 | 2,608 | 1,188 |
Research and development | 1,369 | 3,159 | 4,328 | 9,209 |
Selling, general and administrative | 8,710 | 6,375 | 31,731 | 21,198 |
Loss from operations | (9,348) | (9,739) | (35,179) | (30,804) |
Interest expense | 127 | 309 | 1,232 | 1,186 |
Change in fair value of earnout liability | (661) | (30,599) | ||
Change in fair value of PIPE make-whole liability | 310 | (122) | ||
Change in fair value of private warrants | (68) | 412 | ||
Change in fair value of SAFEs | (30) | 10 | 528 | |
Merger-related transaction costs expensed | 4,009 | |||
Other non-operating losses, net | 128 | 1,177 | ||
Loss before income taxes | (9,184) | (10,018) | (11,298) | (32,518) |
Provision (benefit) for income taxes | (1,505) | (14) | (2,801) | 18 |
Net loss and comprehensive loss | (7,679) | (10,004) | (8,497) | (32,536) |
Deemed dividend from warrant price adjustment | 661 | |||
Net loss available to common stockholders | $ (7,679) | $ (10,004) | $ (9,158) | $ (32,536) |
Net loss per common share: | ||||
Basic (in Dollars per share) | $ (0.25) | $ (0.65) | $ (0.35) | $ (2.34) |
Diluted (in Dollars per share) | $ (0.25) | $ (0.65) | $ (0.36) | $ (2.34) |
Weighted-average common shares outstanding: | ||||
Basic (in Shares) | 30,552,063 | 15,335,373 | 26,350,138 | 13,907,357 |
Diluted (in Shares) | 30,552,063 | 15,335,373 | 26,411,020 | 13,907,357 |
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 | ||||||||
Issuance of common stock upon exercise of warrants | 900 | 900 | |||||||
Issuance of common stock upon exercise of warrants (in Shares) | 300,000 | ||||||||
Stock-based compensation | 3,856 | 3,856 | |||||||
Net income (Loss) | (9,390) | (9,390) | |||||||
Balance at Dec. 31, 2022 | $ 2,300 | 44,773 | (53,531) | (8,758) | |||||
Balance (in Shares) at Dec. 31, 2022 | 588,235 | 1,666,666 | 12,942,286 | ||||||
Balance at Sep. 30, 2022 | $ 2,300 | 34,722 | (44,141) | (9,419) | |||||
Balance (in Shares) at Sep. 30, 2022 | 588,235 | 1,666,666 | 11,868,397 | ||||||
Net income (Loss) | (32,536) | ||||||||
Balance at Jun. 30, 2023 | $ 2,300 | 71,290 | (76,677) | (5,387) | |||||
Balance (in Shares) at Jun. 30, 2023 | 588,235 | 1,666,666 | 15,914,761 | ||||||
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 | ||||||
Issuance of common stock | 4,587 | 4,587 | |||||||
Issuance of common stock (in Shares) | 670,558 | ||||||||
Issuance of warrants in connection with notes payable | 435 | 435 | |||||||
Issuance of common stock upon exercise of warrants | 8 | 8 | |||||||
Issuance of common stock upon exercise of warrants (in Shares) | 820,000 | ||||||||
Stock-based compensation | 4,752 | 4,752 | |||||||
Net income (Loss) | (10,004) | (10,004) | |||||||
Balance at Jun. 30, 2023 | $ 2,300 | 71,290 | (76,677) | (5,387) | |||||
Balance (in Shares) at Jun. 30, 2023 | 588,235 | 1,666,666 | 15,914,761 | ||||||
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 | |||||||
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 | ||||||||
Stock-based compensation | 12,705 | 12,705 | |||||||
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) | (8,497) | ||||||||
Balance at Jun. 30, 2024 | 101,456 | (92,920) | 8,536 | ||||||
Balance (in Shares) at Jun. 30, 2024 | 28,326,474 | 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 | |||||||
Reverse recapitalization transactions, net (Note 3) | 99 | 99 | |||||||
Deemed dividend from warrant price adjustment | 661 | (661) | |||||||
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 | ||||||||
Stock-based compensation | 1,441 | 1,441 | |||||||
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 | |||||||
Issuance of common stock | 124 | 124 | |||||||
Issuance of common stock (in Shares) | 57,894 | ||||||||
Issuance of common stock for acquisition of RaGE Systems, Inc. | 7,682 | 7,682 | |||||||
Issuance of common stock for acquisition of RaGE Systems, Inc. (in Shares) | 3,214,045 | ||||||||
Issuance of warrants in connection with notes payable | 408 | 408 | |||||||
Issuance of common stock upon exercise of stock options | 225 | 225 | |||||||
Issuance of common stock upon exercise of stock options (in Shares) | 1,323,528 | ||||||||
Issuance of common stock upon exercise of warrants | 1 | 1 | |||||||
Issuance of common stock upon exercise of warrants (in Shares) | 112,990 | ||||||||
Issuance of common stock upon vesting of RSUs | |||||||||
Issuance of common stock upon vesting of RSUs (in Shares) | 17,459 | ||||||||
Stock-based compensation | 3,622 | 3,622 | |||||||
Net income (Loss) | (7,679) | (7,679) | |||||||
Balance at Jun. 30, 2024 | $ 101,456 | $ (92,920) | $ 8,536 | ||||||
Balance (in Shares) at Jun. 30, 2024 | 28,326,474 | 2,254,901 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Operating activities | ||
Net loss | $ (8,497) | $ (32,536) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 357 | 337 |
Amortization of intangible assets | 1,117 | 631 |
Issuance of warrants in connection with notes payable, charged to interest expense | 891 | 819 |
Change in fair value of earnout liability | (30,599) | |
Change in fair value of PIPE make-whole liability | (122) | |
Change in fair value of private warrants | 412 | |
Change in fair value of SAFEs | 10 | 528 |
Merger-related transaction costs expensed | 4,009 | |
Stock-based compensation | 17,768 | 14,387 |
Deferred income taxes | (2,803) | |
Other non-cash items | (387) | 20 |
Changes in operating assets and liabilities, net of acquisition of business: | ||
Accounts receivable | (754) | 439 |
Inventory | (286) | 170 |
Prepaid expenses and other current assets | (100) | 252 |
Accounts payable | 3,590 | (226) |
Accrued expenses and other current liabilities | 627 | 2,113 |
Net cash used in operating activities | (14,767) | (13,066) |
Investing activities | ||
Acquisitions of businesses, net of cash acquired | (1,064) | |
Acquisition of property and equipment | (44) | (608) |
Net cash used in investing activities | (1,108) | (608) |
Financing activities | ||
Proceeds from issuance of common stock | 3,334 | 11,474 |
Proceeds from exercise of stock options | 225 | |
Proceeds from exercise of common stock warrants | 1 | 908 |
Proceeds from issuance of notes payable | 771 | 1,525 |
Proceeds from issuance of notes payable – related parties | 524 | |
Proceeds from issuance of convertible notes | 200 | 250 |
Principal payments on notes payable | (1,310) | (400) |
Principal payments on notes payable – related parties | (1,298) | (418) |
Proceeds from the Merger and PIPE | 21,014 | |
Merger-related transaction costs paid | (6,946) | (250) |
Net cash provided by financing activities | 15,991 | 13,613 |
Net increase (decrease) in cash | 116 | (61) |
Cash, beginning of period | 89 | 178 |
Cash, end of period | 205 | 117 |
Supplemental cash flow information | ||
Cash paid for interest | 454 | |
Cash paid for income taxes | ||
Non-cash investing and financing activities: | ||
Unpaid Merger-related transaction costs | 1,423 | 3,367 |
Contingently redeemable convertible stock issued for acquisition of EMI Solutions, Inc. | 8,856 | |
Class A common stock issued for acquisition of RaGE Systems, Inc. | 7,682 | |
Deferred purchase consideration for acquisitions of businesses | 3,522 | |
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 | 183 | 427 |
Issuance of common stock to service providers | $ 201 |
Company Information
Company Information | 9 Months Ended |
Jun. 30, 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 -quality On December 21, 2023, (the “Closing Date”), Chavant Capital Acquisition Corp. (“Chavant”) consummated the merger pursuant to the Business Combination Agreement, dated November 15, 2022 (as amended, supplemented or otherwise modified, the “Business Combination Agreement”), by and among Chavant, CLAY Merger Sub II, Inc., a Delaware corporation and newly formed, wholly -owned -owned Throughout the notes to the condensed consolidated financial statements, unless otherwise noted or otherwise suggested by context, the “Company” refers to Legacy Mobix prior to the consummation of the Merger, and to the Company after the consummation of the Merger. Going Concern The condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. Since inception, the Company has incurred operating losses and negative cash flows from operations, primarily as a result of its ongoing investment in product development. For the nine months ended June 30, 2024 and 2023, the Company incurred losses from operations of $35,179 and $30,804, respectively, and as of June 30, 2024, the Company had an accumulated deficit of $92,920. The Company has historically financed its operations through the issuance and sale of equity securities and the issuance of debt. The Company expects to continue to incur operating losses and negative cash flows from operations for the foreseeable future and will need to raise additional debt or equity financing to fund its operations and satisfy its obligations. Management believes that there is substantial doubt concerning the Company’s ability to continue as a going concern as the Company currently does not have adequate liquidity to meet its operating needs and satisfy its obligations beyond the next approximately ninety days. 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 | 9 Months Ended |
Jun. 30, 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 June 30, 2024 and its condensed consolidated results of operations and cash flows for the periods ended June 30, 2024 and 2023. The condensed consolidated results of operations for the three months and nine months ended June 30, 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 net revenue and expenses for the periods covered and certain amounts disclosed in the notes to the condensed consolidated financial statements. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. As future events and their effects cannot be determined with precision, actual results could differ materially from those estimates and assumptions. Areas requiring significant estimates and assumptions by the Company include, but are not limited to: • -based -based • • -lived • -whole • • Cash As of June 30, 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 June 30, 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 June 30, 2024 and September 30, 2023 and bad debt expense for the nine months ended June 30, 2024 and 2023 were not material. Inventory Inventory is stated at the lower of cost, determined on a first -in -out -downs Intangible Assets, net The Company’s intangible assets principally consist of acquired developed technology and customer relationships and have finite lives ranging from one fifteen -line -related Impairment of Long-Lived Assets The Company reviews its long -lived -lived Goodwill Goodwill represents the excess of the fair value of purchase consideration of an acquired business over the fair value of the identifiable net assets acquired. Goodwill is not amortized but is tested for impairment at a reporting unit level on an annual basis on July 31, or more frequently if circumstances change or an event occurs that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company did not record any goodwill impairment losses for the three months and nine months ended June 30, 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 value of the net assets acquired is recorded as goodwill. Accounting for business combinations requires that management make significant estimates and assumptions to determine the fair value of assets acquired and liabilities assumed at the acquisition date. Although management believes the assumptions and estimates to be reasonable and appropriate, they are inherently uncertain. Critical estimates in valuing certain acquired assets may include, but are not limited to, expected future cash flows including revenue growth rate assumptions from product sales, customer contracts and acquired technologies, expected costs to develop acquired technology into commercially viable products, estimated cash flows from the projects when completed, including assumptions associated with the technology migration curve and expected selling, general and administrative costs. The discount rates used to discount expected future cash flows to present value are typically derived from a weighted -average Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The Company uses a three -tiered As a basis for considering such assumptions, a three -tier Level 1 — Observable inputs that include quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 — Unobservable pricing inputs that are generally less observable from objective sources, such as discounted cash flow models or valuations. Net Income (Loss) Per Share Basic and diluted net income (loss) per share attributable to common stockholders is presented using the two -class -class -average -average 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 nine months ended June 30, 2024 and 2023. Revenue Recognition The Company accounts for revenue from contracts with customers in accordance with ASC Topic 606, Revenue from Contracts with Customers The Company generally offers a limited warranty to customers covering a period of twelve months which obligates the Company to repair or replace defective products. The warranty is not sold separately and does not represent a separate performance obligation. Therefore, the Company accounts for such warranties under ASC Topic 460, Guarantees The Company includes shipping and handling fees billed to customers as part of net revenue. The Company includes shipping and handling costs associated with outbound freight in cost of revenue. Sales and other taxes the Company collects, if any, are excluded from revenue. There were no material contract assets recorded on the balance sheet in any of the periods presented. In some instances, the Company receives a partial payment of the sales price from the customer at the time an order is placed. Any such prepayments are recorded as a liability included in “Accrued expenses and other current liabilities” on the condensed consolidated balance sheets and are recognized in net revenue when the Company satisfies the related performance obligations, typically as products are shipped. All incremental customer contract acquisition costs are expensed as incurred as the amortization period of the asset that the Company otherwise would have recognized is one year or less in duration. Accounting Pronouncements Recently Adopted The Company is an “emerging growth company,” as defined in the Securities Act. Under the Jumpstart Our Business Startups Act of 2012, an emerging growth company has the option to adopt new or revised accounting guidance either (i) within the same periods as otherwise applicable to public business entities, or (ii) within the same time periods as non -public -public In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016 -13 Financial Instruments — Credit Losses (Topic 326) -13 In October 2021, the FASB issued ASU 2021 -08 Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers -08 -08 Recently Issued Accounting Pronouncements Not Yet Adopted In November 2023, the FASB issued ASU 2023 -07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures -07 -07 -07 -07 In December 2023, the FASB issued ASU 2023 -09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures -09 -09 -09 |
Reverse Recapitalization
Reverse Recapitalization | 9 Months Ended |
Jun. 30, 2024 | |
Reverse Recapitalization [Abstract] | |
Reverse Recapitalization | Note 3 — Reverse Recapitalization As discussed in Note 1, Company Information • • • • • • The other related events that occurred in connection with the Closing include the following: • • • -redemption • • , Warrants • Equity Incentive Plans • • PIPE Subscription Agreements In connection with the Merger, Chavant entered into the PIPE Subscription Agreements with certain accredited investors and pursuant to which the investors agreed to purchase an aggregate of 1,975,000 Make -Whole Shares The PIPE investors also received warrants to purchase 1,950,000 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 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 On December 20, 2023, Chavant also entered into a Sponsor Letter Agreement with the Sponsor pursuant to which, as consideration for the 199,737 Non-Redemption Agreement On December 20, 2023, Chavant and Mobix Labs entered into a non -redemption Amendment to Business Combination Marketing Agreement On December 21, 2023, Chavant entered into an amendment to the Business Combination Marketing Agreement, dated as of July 19, 2021 between Chavant and certain advisors wherein the parties agreed to resolve their differences with respect to marketing fees contemplated by the agreement and the advisors agreed to receive, in lieu of any cash payment of fees or reimbursement of expenses, an aggregate of 280,000 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 -year The Earnout Shares are accounted for as liability -classified -cash Make-Whole Shares Pursuant to the PIPE Subscription Agreements, the Sponsor PIPE Subscription Agreement and the Amendment to Business Combination Marketing Agreement described above, Chavant agreed to issue additional shares of its Class A Common Stock (the “Make -Whole -day -Whole The Make -Whole -classified -Whole -Whole -Whole -cash -cash -whole See Note 12, Fair Value Measurements Legacy Mobix incurred $6,363 of transaction costs in connection with the Merger, which was determined to be a capital -raising -classified -classified -classified -in -classified The following tables reconcile elements of the Merger to the Company’s condensed consolidated financial statements, and should be read in conjunction with the footnotes referenced above: Shares Chavant public shares, net of redemptions 111,005 Chavant founder shares, net of shares forfeited 1,341,369 PIPE investors’ shares 1,975,000 Settlement of PIPE warrant 199,800 Sponsor PIPE subscription 199,737 Settlement of Sponsor Warrant 272,182 Settlement of warrant to non-redeeming shareholder 202,489 Amendment to Business Combination Marketing Agreement 280,000 Total Chavant shares outstanding immediately prior to the Merger 4,581,582 Legacy Mobix rollover shares 18,139,258 Conversion of Legacy Mobix convertible notes 30,045 Conversion of Legacy Mobix SAFEs 150,953 Total number of Class A common shares issued in the Merger 22,901,838 Closing proceeds: Proceeds from Chavant trust fund $ 1,264 Proceeds from PIPE investment 19,750 Closing disbursements: Legacy Mobix Merger-related transaction costs (3,747 ) Chavant Merger-related transaction costs (2,219 ) Net cash proceeds from the Merger at Closing 15,048 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 $980 of the Merger -related |
Warrants
Warrants | 9 Months Ended |
Jun. 30, 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 The Private Warrants are identical to the Public Warrants, except that the Private Warrants and shares of Class A Common Stock issuable upon the exercise of the Private Warrants are not transferable, assignable or salable until thirty days after the completion of the Merger, subject to certain limited exceptions. Additionally, the Private Warrants are exercisable on a cashless basis and are non -redeemable Both the Public Warrants and Private Warrants are subject to adjustment if the Company issues additional equity securities for capital raising purposes at price (the “Newly Issued Price”) below specified levels; if the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds available for funding Merger at the Closing; and, if the VWAP of the Company’s Class A Common Stock during a specified period (“Market Value”) is below $9.20 per share. In such event, the exercise price of the warrants will be adjusted to be equal to 115% of the Market Value and the $18.00 per share redemption trigger price will be adjusted to be equal to 180% of the Newly Issued Price. As a result of the issuances of shares under the PIPE Subscription Agreement and other agreements in connection with the Merger, the Company adjusted the exercise price of the warrants from $11.50 to $5.79 per share and adjusted the redemption trigger price from $18.00 to $9.06 per share. During the nine months ended June 30, 2024, 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 -Scholes -pricing -cash -cash 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. Other Warrants As of June 30, 2024, the Company is obligated to issue warrants to purchase 130,000 Debt -cash -cash -operating -weighted During the nine months ended June 30, 2024, the Company issued warrants to purchase an aggregate of 205,965 Debt 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 During the nine months ended June 30, 2024, Legacy Mobix granted warrants to purchase an aggregate of 27,413 Equity During the nine months ended June 30, 2023, Legacy Mobix issued warrants to purchase an aggregate of 300,000 -service In May 2023, Legacy Mobix issued a service provider a warrant to purchase 500,000 two -year -Scholes -free See Note 12, Fair Value Measurements |
Acquisitions
Acquisitions | 9 Months Ended |
Jun. 30, 2024 | |
Acquisitions [Abstract] | |
Acquisitions | Note 5 — Acquisitions RaGE Systems, Inc. On May 21, 2024, the Company completed the acquisition of RaGE Systems when the Company acquired all of the issued and outstanding common shares of RaGE Systems pursuant to a business combination agreement (the “RaGE Business Combination Agreement”). RaGE Systems specializes in developing products for 5G communications, mmWave imaging, and software defined radio targeting the commercial, industrial, and defense and aerospace sectors. The Company believes the acquisition of RaGE Systems will enhance its capabilities in designing and manufacturing advanced radio frequency and mmWave systems and solutions, extend its customer base and broaden the markets it serves. Aggregate consideration for the acquisition was $9,518, consisting of 3,214,045 -back The Company accounted for the acquisition of RaGE systems as a business combination. 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: Common stock issued to seller $ 7,682 Cash consideration (at present value) 1,836 $ 9,518 Allocation: Cash $ 420 Accounts receivable 286 Inventory 1,146 Other current assets 5 Property and equipment 275 Operating lease right-of-use asset 192 Intangible asset – customer relationships 7,400 Intangible asset – developed technology 300 Intangible asset – trade name 200 Goodwill 4,447 Accounts payable (1,647 ) Accrued expenses (174 ) Deferred revenue (1,448 ) Operating lease liability (192 ) Deferred tax liability (1,692 ) $ 9,518 The Company estimated the useful lives of the customer relationships, developed technology and trade name intangible assets are twelve years, seven years, and two and one -half Pursuant to the RaGE Business Combination Agreement, the RaGE stockholders are entitled to receive possible earn -out -out -out -acquisition -acquisition -out The operating results of RaGE Systems are included in the Company’s condensed consolidated financial statements for periods subsequent to the acquisition date. The amounts of net revenue and net loss of RaGE Systems included in the Company’s condensed consolidated statement of operations and comprehensive loss for the nine months ended June 30, 2024 were $706 and $126, respectively. 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 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 -Scholes no -free The following table summarizes the amount of the aggregate purchase consideration and the preliminary allocation to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values, of which the valuation of intangible assets is subject to finalization: Purchase consideration: Contingently redeemable common stock issued to seller $ 8,856 Cash consideration (at present value) 2,041 $ 10,897 Allocation: Cash $ 45 Accounts receivable 387 Inventory 155 Other current assets 7 Property and equipment 107 Other assets 30 Intangible asset – customer relationships 6,100 Intangible asset – backlog 300 Intangible asset – trade name 100 Goodwill 5,542 Accounts payable (227 ) Accrued expenses (263 ) Deferred tax liability (1,386 ) $ 10,897 The Company estimated the useful life of customer relationships is fifteen years, the useful life of the trade name is two years and the useful life of the backlog is one year. The goodwill is primarily attributed to expected synergies for the combined operations and is not deductible for income tax purposes. The operating results of EMI Solutions are included in the Company’s condensed consolidated financial statements for periods subsequent to the acquisition date. The amounts of net revenue and net loss of EMI Solutions included in the Company’s condensed consolidated statement of operations and comprehensive loss for the nine months ended June 30, 2024 were $1,976 and $731, respectively. Pro forma information The following table shows unaudited pro forma net revenue and net loss of the Company, as if the acquisitions of EMI Solutions and RaGE Systems had each 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 acquisitions occurred on October 1, 2022. Three months ended Nine months ended 2024 2023 2024 2023 Net revenue $ 2,014 $ 2,798 $ 7,314 $ 6,358 Net loss (8,407 ) (10,484 ) (9,628 ) (33,293 ) |
Inventory
Inventory | 9 Months Ended |
Jun. 30, 2024 | |
Inventory [Abstract] | |
Inventory | Note 6 — Inventory Inventory consists of the following: June 30, September 30, Raw materials $ 1,493 $ 265 Finished goods 413 54 Total inventory $ 1,906 $ 319 |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Jun. 30, 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 June 30, September 30, Equipment and furniture 5 – 7 $ 983 $ 858 Laboratory equipment 5 837 601 Leasehold improvements Shorter of estimated useful life or remaining lease term 891 850 Construction in progress 588 584 Property and equipment, gross 3,299 2,893 Less: Accumulated depreciation (1,384 ) (1,034 ) Property and equipment, net $ 1,915 $ 1,859 Depreciation expense for the three months ended June 30, 2024 and 2023 was $127 and $112, respectively. Depreciation expense for the nine months ended June 30, 2024 and 2023 was $357 and $337, respectively. |
Intangible Assets, Net
Intangible Assets, Net | 9 Months Ended |
Jun. 30, 2024 | |
Intangible Assets, Net [Abstract] | |
Intangible Assets, net | Note 8 — Intangible Assets, net Intangible assets, net consist of the following: Estimated June 30, 2024 September 30, 2023 Gross Accumulated Net Gross Accumulated Net Developed technology 7 – 10 $ 7,589 $ (2,851 ) $ 4,738 $ 7,289 $ (2,238 ) $ 5,051 Customer relationships 10 – 15 13,800 (372 ) 13,428 300 (64 ) 236 Trade names 2 – 2.5 300 (36 ) 264 — — — Backlog 1 300 (160 ) 140 — — — $ 21,989 $ (3,419 ) $ 18,570 $ 7,589 $ (2,302 ) $ 5,287 The Company recorded amortization expense related to intangible assets of $481 and $210 during the three months ended June 30, 2024 and 2023, respectively, and $1,117 and $631 during the nine months ended June 30, 2024 and 2023, respectively. The weighted -average Estimated future amortization expense for intangible assets by fiscal year as of June 30, 2024 is as follows: Years ending September 30, 2024 (remaining three months) $ 584 2025 2,101 2026 1,997 2027 1,918 2028 1,873 Thereafter 10,097 Total $ 18,570 |
Goodwill
Goodwill | 9 Months Ended |
Jun. 30, 2024 | |
Goodwill [Abstract] | |
Goodwill | Note 9 — Goodwill The following table summarizes changes in the carrying amount of goodwill during the nine months ended June 30, 2024. There were no changes in the carrying amount of goodwill during the nine months ended June 30, 2023. Balance at September 30, 2023 $ 5,217 Acquisition of EMI Solutions 5,542 Acquisition of RaGE Systems 4,447 Balance at June 30, 2024 $ 15,206 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Jun. 30, 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: June 30, September 30, Accrued compensation and benefits $ 1,906 $ 2,841 Accrued professional fees 566 273 Accrued interest 114 304 Deferred revenue 1,323 138 Committed equity facility fees 1,555 — Unpaid Merger-related transaction costs 1,090 — RaGE Earn-out 628 — Other 1,657 963 Total accrued expenses and other current liabilities $ 8,839 $ 4,519 |
Debt
Debt | 9 Months Ended |
Jun. 30, 2024 | |
Debt [Abstract] | |
Debt | Note 11 — Debt Debt consists of the following: June 30, September 30, Notes payable $ 723 $ 1,286 7% promissory notes – related parties 2,495 3,349 Notes payable – related parties — 444 SAFEs — 1,512 Total debt 3,218 6,591 Less: Amounts classified as current (3,218 ) (6,591 ) Noncurrent portion $ — $ — Notes Payable During the nine months ended June 30, 2024, the Company entered into five promissory notes having an aggregate principal amount of $775 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. Another 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 four of the notes, the Company issued the purchasers warrants to purchase an aggregate of 201,965 -in -Scholes -average no -free -one 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 During the nine months ended June 30, 2023, the Company made various borrowings to meet its working capital needs, including convertible notes having a principal amount of $250, notes payable — related parties of $524 and six promissory notes with unrelated investors having an aggregate principal amount of $1,525. The notes matured at various dates through March 2024. During the nine months ended June 30, 2023, the Company repaid $418 under the notes payable — related parties and $400 under one of the promissory notes. In connection with the issuance of the promissory notes, the Company gave the purchasers warrants to purchase an aggregate of 132,464 -day As of June 30, 2024, promissory notes payable having a remaining principal balance of $723 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 nine months ended June 30, 2024, the Company made principal payments of $854 on one of the notes and as of June 30, 2024 an aggregate principal amount of $2,495 remains outstanding. The 7% promissory notes are included in “Notes payable — related parties” in the condensed consolidated balance sheets. 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 nine months ended June 30, 2024, the Company repaid each of the notes in full. During the nine months ended June 30, 2023, the Company issued five promissory notes having an aggregate principal balance of $524 to an officer and an employee of the Company, and fully repaid four of the notes for $418. SAFEs In connection with the Merger, all of the outstanding SAFEs, representing an original purchase amount of $1,000, were converted into 150,953 The Company remeasured the SAFEs to fair value at each reporting date. For the nine months ended June 30, 2024 and 2023, the Company recorded increases in the fair value of the SAFEs of $10 and $528, 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 nine months ended June 30, 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 -year |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Jun. 30, 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 Fair Value Hierarchy Liabilities measured at fair value on a recurring basis as of June 30, 2024 are as follows: Level 1 Level 2 Level 3 Total Earnout liability $ — $ — $ 2,960 $ 2,960 PIPE make-whole liability — — 1,949 1,949 Private Warrants — — 562 562 Total $ — $ — $ 5,471 $ 5,471 The Company classifies the earnout liability, the PIPE make -whole Nine months ended June 30, 2024: Earnout PIPE Private 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 ) Settlement of liability — — (332 ) — Change in fair value included in net loss (30,599 ) (122 ) 12 10 Balance, June 30, 2024 $ 2,960 $ 1,949 $ 562 $ — Nine months ended June 30, 2023: SAFEs Balance, September 30, 2022 $ 1,983 Change in fair value included in net loss 528 Balance, June 30, 2023 $ 2,511 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 December 21, June 30, Stock price $ 10.66 $ 1.64 Expected volatility 50 % 65 % Risk-free rate 3.9 % 4.2 % Contractual term 8 years 7.5 years PIPE Make-Whole Liability The Company uses a Monte Carlo simulation model that utilizes significant assumptions, including volatility, expected term and risk -free -whole -whole December 21, June 30, Stock price $ 10.17 $ 1.85 Expected volatility 49 % 53 % Risk-free rate 5.4 % 5.5 % Contractual term 4 months 1.4 months |
Leases
Leases | 9 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Leases | Note 13 — Leases The Company has entered into operating leases for office space. The leases have remaining terms ranging from 2.4 to 3.2 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 The following lease costs are included in the condensed consolidated statements of operations and comprehensive loss: Nine months ended 2024 2023 Operating lease cost $ 307 $ 303 Short-term lease cost 88 227 Total lease cost $ 395 $ 530 Cash paid for amounts included in the measurement of operating lease liabilities for the nine months ended June 30, 2024 and 2023 was $413 and $396, respectively. As of June 30, 2024, the weighted -average -average During the nine months ended June 30, 2024, the Company obtained a right -of-use -of-use The following table reconciles the undiscounted cash flows to the operating lease liabilities recorded on the condensed consolidated balance sheet as of June 30, 2024: Years ending September 30, 2024 (remaining three months) $ 150 2025 617 2026 639 2027 532 Total minimum lease payments 1,938 Less: imputed interest (393 ) Present value of future minimum lease payments 1,545 Less: current obligations under leases (406 ) Long-term lease obligations $ 1,139 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Jun. 30, 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 June 30, 2024 totaled $246. 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 nine months ended June 30, 2023, the Company issued 1,233,108 Litigation From time to time, the Company may become subject to legal proceedings, claims and litigation arising in the ordinary course of business. The Company does not believe it is currently a party to any material legal proceedings, nor is the Company aware of any other pending or threatened litigation that the Company believes would have a material adverse effect on the Company’s business, operating results, cash flows or financial condition should such litigation be resolved unfavorably. Indemnifications In the ordinary course of business, the Company often includes standard indemnification provisions in its arrangements with customers, suppliers and vendors. Pursuant to these provisions, the Company may be obligated to indemnify such parties for losses or claims suffered or incurred in connection with its service, breach of representations or covenants, intellectual property infringement or other claims made against such parties. These provisions may limit the time within which an indemnification claim can be made. The Company has not in the past incurred significant expense defending against third party claims, nor has it incurred significant expense under its standard service warranties or arrangements with its customers, suppliers and vendors. Accordingly, the Company has not recognized any liabilities for these indemnification provisions as of June 30, 2024 or September 30, 2023. |
Income Taxes
Income Taxes | 9 Months Ended |
Jun. 30, 2024 | |
Income Taxes [Abstract] | |
Income Taxes | Note 15 — Income Taxes The Company recorded a provision (benefit) for income taxes of $(1,505) and $(14) for the three months ended June 30, 2024 and 2023, respectively, and a provision (benefit) for income taxes of $(2,801) and $18 for the nine months ended June 30, 2024 and 2023, respectively. The provision (benefit) for income taxes for the three months and nine months ended June 30, 2024 and 2023 was calculated using the discrete year -to-date For the three months and nine months ended June 30, 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 |
Equity
Equity | 9 Months Ended |
Jun. 30, 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 During the nine months ended June 30, 2024, Legacy Mobix sold 482,171 -in During the nine months ended June 30, 2023, the Legacy Mobix sold 1,663,922 As of June 30, 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 28,326,474 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 3,361,965 Shares issuable under PIPE make-whole provision 1,052,030 Reserve for earnout shares 3,500,000 Reserve for RaGE Earn-out 1,285,618 Stock options and RSUs outstanding 7,236,606 Awards available for grant under 2023 Equity Incentive Plan 1,872,176 Awards available for grant under 2023 Employee Stock Purchase Plan 858,935 Common stock available for issuance 226,251,295 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 The amended and restated certificate of incorporation authorizes the Company to issue 10,000,000 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. However, in July 2024 the Company entered into an unrelated private placement transaction, the terms of which prohibit the Company from selling shares of its Class A Common Stock in variable rate transactions, which includes sales pursuant to the Purchase Agreement, until the one year anniversary of the date the registration statement relating to the private placement is effective. See Note 21 — Subsequent Events. 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 In June 2024, the Company sold 32,902 -operating |
Equity Incentive Plans
Equity Incentive Plans | 9 Months Ended |
Jun. 30, 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 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 Prior to the Merger, Legacy Mobix had three equity incentive plans which provided for the issuance of stock -based Restricted Stock Units In connection with the Merger, all of Legacy Mobix’s RSUs were assumed by the Company and converted into an RSU covering the same number of shares of the Company’s Class A Common Stock. In November 2022, Legacy Mobix and certain of its officers and key employees agreed to enter into amended RSU agreements relating to an aggregate of 10,000,000 RSUs and in March 2023 and May 2023, Legacy Mobix and certain of its officers and key employees agreed to forfeit the 10,000,000 RSUs. The RSUs to these officers and key employees were replaced with a commitment from the Company, contingent upon closing of the Merger, to issue an aggregate of 5,000,000 RSUs (of which 1,000,000 were modified to common stock warrants upon the holder’s termination of employment) over three years, beginning on the first anniversary of the Closing of the Merger. Because the vesting of these awards 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 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 nine months ended June 30, 2024, the Company recognized stock -based -up -date -based During the nine months ended June 30, 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 A summary of activity in the Company’s RSUs for the nine months ended June 30, 2024 is as follows: Number of units Weighted- Average Grant Date Fair Value per Unit Outstanding at September 30, 2023 209,494 $ 6.84 Performance-based RSUs 3,999,999 8.65 Other RSUs issued 418,007 2.35 Forfeited (34,915 ) 6.84 Vested (148,393 ) 6.84 Outstanding at June 30, 2024 4,444,192 8.05 No RSUs vested during the nine months ended June 30, 2023. Unrecognized compensation expense related to RSUs was $31,275 as of June 30, 2024 and is expected to be recognized over a weighted -average 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 nine months ended June 30, 2024 is as follows: Number of Options Weighted- Average Exercise Price per Share Weighted- Average Remaining Contractual Term (years) Outstanding at September 30, 2023 5,905,684 $ 4.28 Granted 32.200 6.84 Exercised (1,797,841 ) 1.69 Forfeited (1,347,630 ) 6.48 Outstanding at June 30, 2024 2,792,413 4.91 7.0 Exercisable at June 30, 2024 2,376,817 4.65 6.9 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 nine months ended June 30, 2024 include options to purchase an aggregate of 474,313 Unrecognized stock -based -average The weighted -average Nine months ended June 30, 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 Three months ended Nine months ended 2024 2023 2024 2023 Cost of revenue $ 27 $ 11 $ 27 $ 34 Research and development 161 547 936 1,630 Selling, general and administrative 3,434 4,194 16,805 12,723 Total stock-based compensation expense $ 3,622 $ 4,752 $ 17,768 $ 14,387 |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Jun. 30, 2024 | |
Net 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 -average -average -class -converted 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 -whole -classified -converted Three months ended 2024 2023 Class A Class B Common Stock Basic net loss per share: Numerator: Allocation of net loss $ (7,112 ) $ (567 ) $ (10,004 ) Deemed dividend from warrant price adjustment — — — Net loss available to common stockholders (7,112 ) (567 ) (10,004 ) Denominator: Weighted-average shares outstanding 28,297,162 2,254,901 15,335,373 Basic net loss per share $ (0.25 ) $ (0.25 ) $ (0.65 ) Diluted net loss per share: Numerator: Net loss available to common stockholders $ (7,112 ) $ (567 ) $ (10,004 ) Reallocation of net loss as a result of conversion of Class B to Class A Common Stock (567 ) — — Allocation of net loss (7,679 ) (567 ) (10,004 ) Denominator: Number of shares used in basic earnings per share calculation 28,927,162 2,254,901 15,335,373 Conversion of Class B to Class A Common Stock 2,254,901 — — Number of shares used in per share computation 30,552,063 2,254,901 15,335,373 Diluted net loss per share $ (0.25 ) $ (0.25 ) $ (0.65 ) Nine months ended 2024 2023 Class A Class B Common Stock Basic net loss per share: Numerator: Allocation of net loss $ (7,770 ) $ (727 ) $ (32,536 ) Deemed dividend from warrant price adjustment (604 ) (57 ) — Net loss available to common stockholders $ (8,374 ) $ (784 ) $ (32,536 ) Denominator: Weighted-average shares outstanding 24,095,237 2,254,901 13,907,357 Basic net loss per share $ (0.35 ) $ (0.35 ) $ (2.34 ) Diluted net loss per share: Numerator: Net loss available to common stockholders $ (8,374 ) $ (784 ) $ (32,536 ) Change in fair value of liability-classified warrants (366 ) (34 ) — Reallocation of net loss as a result of conversion of Class B to Class A Common Stock (818 ) — — Reallocation of net loss — 2 — Allocation of net loss $ (9,558 ) $ (816 ) $ (32,536 ) Denominator: Number of shares used in basic earnings per share calculation 24,095,237 2,254,901 13,907,357 Shares issuable under liability-classified warrants 60,882 — Conversion of Class B to Class A Common Stock 2,254,901 — — Number of shares used in per share computation 26,411,020 2,254,901 13,907,357 Diluted net loss per share $ (0.36 ) $ (0.36 ) $ (2.34 ) 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 -classified -dilution 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: Nine months ended 2024 2023 Public Warrants and Private Warrants 9,000,000 — Earnout shares 3,500,000 — PIPE make-whole shares 1,052,030 — RSUs 4,444,192 314,241 Stock options 2,792,413 6,173,833 Convertible preferred stock (on an as-converted basis) — 2,254,901 Common stock warrants 1,154,945 628,925 Convertible notes — 186,128 21,943,580 9,558,028 |
Concentrations
Concentrations | 9 Months Ended |
Jun. 30, 2024 | |
Concentrations [Abstract] | |
Concentrations | Note 19 — Concentrations For the three months ended June 30, 2024, two customers accounted for 48% of the Company’s net revenue. For the three months ended June 30, 2023, two customers accounted for 100% of the Company’s net revenue. For the nine months ended June 30, 2024, two customers accounted for 31% of the Company’s net revenue. For the nine months ended June 30, 2023, two customers accounted for 91% of the Company’s net revenue. No other customer accounted for more than 10% of net revenue in the respective periods. As of June 30, 2024, two customers had balances due that represented 72% of the Company’s total accounts receivable. As of September 30, 2023, two customers had balances due that represented 92% of the Company’s total accounts receivable. |
Geographical Information
Geographical Information | 9 Months Ended |
Jun. 30, 2024 | |
Geographical Information [Abstract] | |
Geographical Information | Note 20 — Geographical Information Revenues by Geographic Region The Company’s net revenue by geographic region, based on ship -to Three months ended Nine months ended 2024 2023 2024 2023 United States $ 1,598 $ 61 $ 2,847 $ 358 China 288 — 288 — Czech Republic — — 17 185 Thailand — 19 — 245 Other 172 — 336 3 Total net revenue $ 2,058 $ 80 $ 3,488 $ 791 Long-Lived Assets Substantially all of the Company’s long -lived |
Subsequent Events
Subsequent Events | 9 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 21 — Subsequent Events Private Placement On July 22, 2024, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with an institutional accredited investor in connection with a private placement (the “Private Placement”). Pursuant to the Securities Purchase Agreement, on July 24, 2024 the Company issued an unregistered pre -funded -Funded The Pre -Funded -Funded -Funded The PIPE Common Warrants are comprised of Series A warrants to purchase up to 2,877,698 five twelve In connection with the Private Placement, the Company paid the placement agent fees and expenses of $405 and issued the placement agent warrants to purchase an aggregate of 201,439 five The Company also entered into a registration rights agreement which requires the Company to prepare and file with the Securities and Exchange Commission one or more registration statements to register for resale the shares of Common Stock issuable upon exercise of the PIPE Common Warrants, the Pre -Funded Issuance of Note Payable In July 2024, the Company issued a $298 promissory note to an employee for net proceeds of $227. The note is unsecured, does not bear interest, and matured in July 2024. In July 2024, the Company repaid the note in full. Issuance of Note Payable — Related Party In July 2024, the Company issued a $165 promissory note to a related party for net proceeds of $150. The note is unsecured and does not bear interest. In July 2024, the Company repaid the note in full. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Jun. 30, 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 June 30, 2024 and its condensed consolidated results of operations and cash flows for the periods ended June 30, 2024 and 2023. The condensed consolidated results of operations for the three months and nine months ended June 30, 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 net revenue and expenses for the periods covered and certain amounts disclosed in the notes to the condensed consolidated financial statements. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. As future events and their effects cannot be determined with precision, actual results could differ materially from those estimates and assumptions. Areas requiring significant estimates and assumptions by the Company include, but are not limited to: • -based -based • • -lived • -whole • • |
Cash | Cash As of June 30, 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 June 30, 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 June 30, 2024 and September 30, 2023 and bad debt expense for the nine months ended June 30, 2024 and 2023 were not material. |
Inventory | Inventory Inventory is stated at the lower of cost, determined on a first -in -out -downs |
Intangible Assets, net | Intangible Assets, net The Company’s intangible assets principally consist of acquired developed technology and customer relationships and have finite lives ranging from one fifteen -line -related |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews its long -lived -lived |
Goodwill | Goodwill Goodwill represents the excess of the fair value of purchase consideration of an acquired business over the fair value of the identifiable net assets acquired. Goodwill is not amortized but is tested for impairment at a reporting unit level on an annual basis on July 31, or more frequently if circumstances change or an event occurs that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company did not record any goodwill impairment losses for the three months and nine months ended June 30, 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 value of the net assets acquired is recorded as goodwill. Accounting for business combinations requires that management make significant estimates and assumptions to determine the fair value of assets acquired and liabilities assumed at the acquisition date. Although management believes the assumptions and estimates to be reasonable and appropriate, they are inherently uncertain. Critical estimates in valuing certain acquired assets may include, but are not limited to, expected future cash flows including revenue growth rate assumptions from product sales, customer contracts and acquired technologies, expected costs to develop acquired technology into commercially viable products, estimated cash flows from the projects when completed, including assumptions associated with the technology migration curve and expected selling, general and administrative costs. The discount rates used to discount expected future cash flows to present value are typically derived from a weighted -average |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The Company uses a three -tiered As a basis for considering such assumptions, a three -tier Level 1 — Observable inputs that include quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 — Unobservable pricing inputs that are generally less observable from objective sources, such as discounted cash flow models or valuations. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Basic and diluted net income (loss) per share attributable to common stockholders is presented using the two -class -class -average -average 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 nine months ended June 30, 2024 and 2023. |
Revenue Recognition | Revenue Recognition The Company accounts for revenue from contracts with customers in accordance with ASC Topic 606, Revenue from Contracts with Customers The Company generally offers a limited warranty to customers covering a period of twelve months which obligates the Company to repair or replace defective products. The warranty is not sold separately and does not represent a separate performance obligation. Therefore, the Company accounts for such warranties under ASC Topic 460, Guarantees The Company includes shipping and handling fees billed to customers as part of net revenue. The Company includes shipping and handling costs associated with outbound freight in cost of revenue. Sales and other taxes the Company collects, if any, are excluded from revenue. There were no material contract assets recorded on the balance sheet in any of the periods presented. In some instances, the Company receives a partial payment of the sales price from the customer at the time an order is placed. Any such prepayments are recorded as a liability included in “Accrued expenses and other current liabilities” on the condensed consolidated balance sheets and are recognized in net revenue when the Company satisfies the related performance obligations, typically as products are shipped. All incremental customer contract acquisition costs are expensed as incurred as the amortization period of the asset that the Company otherwise would have recognized is one year or less in duration. |
Accounting Pronouncements Recently Adopted | Accounting Pronouncements Recently Adopted The Company is an “emerging growth company,” as defined in the Securities Act. Under the Jumpstart Our Business Startups Act of 2012, an emerging growth company has the option to adopt new or revised accounting guidance either (i) within the same periods as otherwise applicable to public business entities, or (ii) within the same time periods as non -public -public In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016 -13 Financial Instruments — Credit Losses (Topic 326) -13 In October 2021, the FASB issued ASU 2021 -08 Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers -08 -08 |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted In November 2023, the FASB issued ASU 2023 -07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures -07 -07 -07 -07 In December 2023, the FASB issued ASU 2023 -09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures -09 -09 -09 |
Reverse Recapitalization (Table
Reverse Recapitalization (Tables) | 9 Months Ended |
Jun. 30, 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 ) |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Jun. 30, 2024 | |
Acquisitions [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: Common stock issued to seller $ 7,682 Cash consideration (at present value) 1,836 $ 9,518 Allocation: Cash $ 420 Accounts receivable 286 Inventory 1,146 Other current assets 5 Property and equipment 275 Operating lease right-of-use asset 192 Intangible asset – customer relationships 7,400 Intangible asset – developed technology 300 Intangible asset – trade name 200 Goodwill 4,447 Accounts payable (1,647 ) Accrued expenses (174 ) Deferred revenue (1,448 ) Operating lease liability (192 ) Deferred tax liability (1,692 ) $ 9,518 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 Net 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 acquisitions occurred on October 1, 2022. Three months ended Nine months ended 2024 2023 2024 2023 Net revenue $ 2,014 $ 2,798 $ 7,314 $ 6,358 Net loss (8,407 ) (10,484 ) (9,628 ) (33,293 ) |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Jun. 30, 2024 | |
Inventory [Abstract] | |
Schedule of Inventory | Inventory consists of the following: June 30, September 30, Raw materials $ 1,493 $ 265 Finished goods 413 54 Total inventory $ 1,906 $ 319 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Jun. 30, 2024 | |
Property and Equipment, Net [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consists of the following: Estimated Useful June 30, September 30, Equipment and furniture 5 – 7 $ 983 $ 858 Laboratory equipment 5 837 601 Leasehold improvements Shorter of estimated useful life or remaining lease term 891 850 Construction in progress 588 584 Property and equipment, gross 3,299 2,893 Less: Accumulated depreciation (1,384 ) (1,034 ) Property and equipment, net $ 1,915 $ 1,859 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 9 Months Ended |
Jun. 30, 2024 | |
Intangible Assets, Net [Abstract] | |
Schedule of Intangible Assets | Intangible assets, net consist of the following: Estimated June 30, 2024 September 30, 2023 Gross Accumulated Net Gross Accumulated Net Developed technology 7 – 10 $ 7,589 $ (2,851 ) $ 4,738 $ 7,289 $ (2,238 ) $ 5,051 Customer relationships 10 – 15 13,800 (372 ) 13,428 300 (64 ) 236 Trade names 2 – 2.5 300 (36 ) 264 — — — Backlog 1 300 (160 ) 140 — — — $ 21,989 $ (3,419 ) $ 18,570 $ 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 June 30, 2024 is as follows: Years ending September 30, 2024 (remaining three months) $ 584 2025 2,101 2026 1,997 2027 1,918 2028 1,873 Thereafter 10,097 Total $ 18,570 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Jun. 30, 2024 | |
Goodwill [Abstract] | |
Schedule of Goodwill | The following table summarizes changes in the carrying amount of goodwill during the nine months ended June 30, 2024 Balance at September 30, 2023 $ 5,217 Acquisition of EMI Solutions 5,542 Acquisition of RaGE Systems 4,447 Balance at June 30, 2024 $ 15,206 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Jun. 30, 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: June 30, September 30, Accrued compensation and benefits $ 1,906 $ 2,841 Accrued professional fees 566 273 Accrued interest 114 304 Deferred revenue 1,323 138 Committed equity facility fees 1,555 — Unpaid Merger-related transaction costs 1,090 — RaGE Earn-out 628 — Other 1,657 963 Total accrued expenses and other current liabilities $ 8,839 $ 4,519 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Jun. 30, 2024 | |
Debt [Abstract] | |
Schedule of Debt | Debt consists of the following: June 30, September 30, Notes payable $ 723 $ 1,286 7% promissory notes – related parties 2,495 3,349 Notes payable – related parties — 444 SAFEs — 1,512 Total debt 3,218 6,591 Less: Amounts classified as current (3,218 ) (6,591 ) Noncurrent portion $ — $ — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Jun. 30, 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 June 30, 2024 are as follows: Level 1 Level 2 Level 3 Total Earnout liability $ — $ — $ 2,960 $ 2,960 PIPE make-whole liability — — 1,949 1,949 Private Warrants — — 562 562 Total $ — $ — $ 5,471 $ 5,471 |
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: Nine months ended June 30, 2024: Earnout PIPE Private 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 ) Settlement of liability — — (332 ) — Change in fair value included in net loss (30,599 ) (122 ) 12 10 Balance, June 30, 2024 $ 2,960 $ 1,949 $ 562 $ — Nine months ended June 30, 2023: SAFEs Balance, September 30, 2022 $ 1,983 Change in fair value included in net loss 528 Balance, June 30, 2023 $ 2,511 |
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, June 30, Stock price $ 10.66 $ 1.64 Expected volatility 50 % 65 % Risk-free rate 3.9 % 4.2 % Contractual term 8 years 7.5 years -whole December 21, June 30, Stock price $ 10.17 $ 1.85 Expected volatility 49 % 53 % Risk-free rate 5.4 % 5.5 % Contractual term 4 months 1.4 months |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Schedule of Lease Costs | The following lease costs are included in the condensed consolidated statements of operations and comprehensive loss: Nine months ended 2024 2023 Operating lease cost $ 307 $ 303 Short-term lease cost 88 227 Total lease cost $ 395 $ 530 |
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 June 30, 2024: Years ending September 30, 2024 (remaining three months) $ 150 2025 617 2026 639 2027 532 Total minimum lease payments 1,938 Less: imputed interest (393 ) Present value of future minimum lease payments 1,545 Less: current obligations under leases (406 ) Long-term lease obligations $ 1,139 |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Schedule of Common Stock Available for Issuance | As of June 30, 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 28,326,474 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 3,361,965 Shares issuable under PIPE make-whole provision 1,052,030 Reserve for earnout shares 3,500,000 Reserve for RaGE Earn-out 1,285,618 Stock options and RSUs outstanding 7,236,606 Awards available for grant under 2023 Equity Incentive Plan 1,872,176 Awards available for grant under 2023 Employee Stock Purchase Plan 858,935 Common stock available for issuance 226,251,295 |
Equity Incentive Plans (Tables)
Equity Incentive Plans (Tables) | 9 Months Ended |
Jun. 30, 2024 | |
Equity Incentive Plans [Abstract] | |
Schedule of Activity in the Company's RSUs | A summary of activity in the Company’s RSUs for the nine months ended June 30, 2024 is as follows: Number of units Weighted- Average Grant Date Fair Value per Unit Outstanding at September 30, 2023 209,494 $ 6.84 Performance-based RSUs 3,999,999 8.65 Other RSUs issued 418,007 2.35 Forfeited (34,915 ) 6.84 Vested (148,393 ) 6.84 Outstanding at June 30, 2024 4,444,192 8.05 |
Schedule of Stock Option Activity | Stock option activity for the nine months ended June 30, 2024 is as follows: Number of Options Weighted- Average Exercise Price per Share Weighted- Average Remaining Contractual Term (years) Outstanding at September 30, 2023 5,905,684 $ 4.28 Granted 32.200 6.84 Exercised (1,797,841 ) 1.69 Forfeited (1,347,630 ) 6.48 Outstanding at June 30, 2024 2,792,413 4.91 7.0 Exercisable at June 30, 2024 2,376,817 4.65 6.9 |
Schedule of Weighted-Average Grant Date Fair Value of Options Granted | The fair value of stock options granted was estimated with the following assumptions: Nine months ended June 30, 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 Three months ended Nine months ended 2024 2023 2024 2023 Cost of revenue $ 27 $ 11 $ 27 $ 34 Research and development 161 547 936 1,630 Selling, general and administrative 3,434 4,194 16,805 12,723 Total stock-based compensation expense $ 3,622 $ 4,752 $ 17,768 $ 14,387 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Jun. 30, 2024 | |
Net 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 Three months ended 2024 2023 Class A Class B Common Stock Basic net loss per share: Numerator: Allocation of net loss $ (7,112 ) $ (567 ) $ (10,004 ) Deemed dividend from warrant price adjustment — — — Net loss available to common stockholders (7,112 ) (567 ) (10,004 ) Denominator: Weighted-average shares outstanding 28,297,162 2,254,901 15,335,373 Basic net loss per share $ (0.25 ) $ (0.25 ) $ (0.65 ) Diluted net loss per share: Numerator: Net loss available to common stockholders $ (7,112 ) $ (567 ) $ (10,004 ) Reallocation of net loss as a result of conversion of Class B to Class A Common Stock (567 ) — — Allocation of net loss (7,679 ) (567 ) (10,004 ) Denominator: Number of shares used in basic earnings per share calculation 28,927,162 2,254,901 15,335,373 Conversion of Class B to Class A Common Stock 2,254,901 — — Number of shares used in per share computation 30,552,063 2,254,901 15,335,373 Diluted net loss per share $ (0.25 ) $ (0.25 ) $ (0.65 ) Nine months ended 2024 2023 Class A Class B Common Stock Basic net loss per share: Numerator: Allocation of net loss $ (7,770 ) $ (727 ) $ (32,536 ) Deemed dividend from warrant price adjustment (604 ) (57 ) — Net loss available to common stockholders $ (8,374 ) $ (784 ) $ (32,536 ) Denominator: Weighted-average shares outstanding 24,095,237 2,254,901 13,907,357 Basic net loss per share $ (0.35 ) $ (0.35 ) $ (2.34 ) Diluted net loss per share: Numerator: Net loss available to common stockholders $ (8,374 ) $ (784 ) $ (32,536 ) Change in fair value of liability-classified warrants (366 ) (34 ) — Reallocation of net loss as a result of conversion of Class B to Class A Common Stock (818 ) — — Reallocation of net loss — 2 — Allocation of net loss $ (9,558 ) $ (816 ) $ (32,536 ) Denominator: Number of shares used in basic earnings per share calculation 24,095,237 2,254,901 13,907,357 Shares issuable under liability-classified warrants 60,882 — Conversion of Class B to Class A Common Stock 2,254,901 — — Number of shares used in per share computation 26,411,020 2,254,901 13,907,357 Diluted net loss per share $ (0.36 ) $ (0.36 ) $ (2.34 ) |
Schedule of Computation of Diluted Net Income (Loss) Per 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: Nine months ended 2024 2023 Public Warrants and Private Warrants 9,000,000 — Earnout shares 3,500,000 — PIPE make-whole shares 1,052,030 — RSUs 4,444,192 314,241 Stock options 2,792,413 6,173,833 Convertible preferred stock (on an as-converted basis) — 2,254,901 Common stock warrants 1,154,945 628,925 Convertible notes — 186,128 21,943,580 9,558,028 |
Geographical Information (Table
Geographical Information (Tables) | 9 Months Ended |
Jun. 30, 2024 | |
Geographical Information [Abstract] | |
Schedule of Company’s Net Revenue by Geographic Region | The Company’s net revenue by geographic region, based on ship -to Three months ended Nine months ended 2024 2023 2024 2023 United States $ 1,598 $ 61 $ 2,847 $ 358 China 288 — 288 — Czech Republic — — 17 185 Thailand — 19 — 245 Other 172 — 336 3 Total net revenue $ 2,058 $ 80 $ 3,488 $ 791 |
Company Information (Details)
Company Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 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 | $ (9,348) | $ (9,739) | $ (35,179) | $ (30,804) | ||
Accumulated deficit | $ (92,920) | $ (92,920) | $ (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) | Jun. 30, 2024 |
Minimum [Member] | |
Summary of Significant Accounting Policies [Line Items] | |
Finite live intangible assets term | 1 year |
Maximum [Member] | |
Summary of Significant Accounting Policies [Line Items] | |
Finite live intangible assets term | 15 years |
Reverse Recapitalization (Detai
Reverse Recapitalization (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Apr. 30, 2024 | Mar. 18, 2024 | Dec. 21, 2023 | Dec. 20, 2023 | Dec. 19, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2024 | Sep. 30, 2023 | |
Reverse Recapitalization [Line Items] | |||||||||
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 | ||||||||
Aggregate outstanding obligations (in Dollars) | $ 1,997 | ||||||||
Redemption of ordinary shares | 73,706 | ||||||||
Non-cash gains (in Dollars) | $ 661 | $ 400 | |||||||
Other non-cash gains (in Dollars) | 310 | ||||||||
Transaction costs (in Dollars) | $ 980 | 980 | |||||||
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 | ||||||||
Purchase of shares | 199,737 | ||||||||
Founder Shares [Member[ | |||||||||
Reverse Recapitalization [Line Items] | |||||||||
Forfeiture of shares | 658,631 | ||||||||
Private Warrants [Member] | |||||||||
Reverse Recapitalization [Line Items] | |||||||||
Forfeiture of shares | 400,000 | ||||||||
Non-Redemption Agreement [Member] | |||||||||
Reverse Recapitalization [Line Items] | |||||||||
Converted into common stock | 202,489 | ||||||||
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) | $ 2,960 | 2,960 | |||||||
Non-cash gains (in Dollars) | $ 30,599 | ||||||||
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) | $ 1,949 | 1,949 | |||||||
Other non-cash gains (in Dollars) | $ 122 | ||||||||
Legacy Mobix [Member] | |||||||||
Reverse Recapitalization [Line Items] | |||||||||
Converted into common stock | 272,182 | ||||||||
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 | 28,326,474 | 28,326,474 | |||||||
Common stock shares outstanding | 28,326,474 | 28,326,474 | |||||||
Conversion of notes into shares | 30,045 | ||||||||
Converted into common stock | 2,254,901 | 2,254,901 | |||||||
Aggregate shares purchase | 1,975,000 | ||||||||
Price per share (in Dollars per share) | $ 10 | $ 10 | |||||||
Aggregate amount in cash (in Dollars) | $ 19,750 | ||||||||
Purchase of shares | 9,500,000 | 9,500,000 | |||||||
Aggregate shares | 280,000 | ||||||||
Per share value (in Dollars per share) | $ 10 | ||||||||
Additional shares of common stock | 3,214,045 | 3,214,045 | |||||||
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] | Non-Redemption Agreement [Member] | |||||||||
Reverse Recapitalization [Line Items] | |||||||||
Converted into common stock | 202,489 | ||||||||
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 | |||||||
Converted into common stock | |||||||||
Warrant [Member] | |||||||||
Reverse Recapitalization [Line Items] | |||||||||
Purchase of shares | 202,692 | ||||||||
Common Stock [Member] | |||||||||
Reverse Recapitalization [Line Items] | |||||||||
Common stock shares outstanding | 28,326,474 | 28,326,474 | |||||||
Common Stock [Member] | Class A Common Stock [Member] | |||||||||
Reverse Recapitalization [Line Items] | |||||||||
Converted into common stock | 150,953 | ||||||||
Purchase of shares | 57,894 | ||||||||
Common Stock [Member] | Class B Common Stock [Member] | |||||||||
Reverse Recapitalization [Line Items] | |||||||||
Converted into common stock | 2,254,901 |
Reverse Recapitalization (Det_2
Reverse Recapitalization (Details) - Schedule of Condensed Consolidated Financial Statements - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 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 | |||
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) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
May 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) shares | Jun. 30, 2023 USD ($) shares | Jun. 30, 2024 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) shares | Jun. 30, 2024 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) shares | |
Warrants [Line Items] | |||||||
Purchase warrants (in Shares) | shares | 132,464 | 400,000 | 132,464 | 400,000 | 132,464 | ||
Percentage of gross proceeds | 60% | ||||||
Volume weighted average price | $ 9.2 | ||||||
Percentage of exercise price of warrants | 180% | ||||||
Redemption trigger price | $ 18 | ||||||
Warrant price adjustment (in Dollars) | $ | $ (661,000) | ||||||
Recognized liability (in Dollars) | $ | 150,000 | 150,000 | |||||
Estimated fair value (in Dollars) | $ | 562,000 | 562,000 | |||||
Non cash gain (in Dollars) | $ | 661,000 | 400,000 | |||||
Non-cash losses (in Dollars) | $ | $ 126 | 412,000 | |||||
Cash proceeds (in Dollars) | $ | 3,334,000 | $ 11,474,000 | |||||
Fair value of selling and administrative expenses (in Dollars) | $ | $ 3,415,000 | $ 1,598,000 | |||||
Warrants term | 2 years | ||||||
Public Warrants [Member] | |||||||
Warrants [Line Items] | |||||||
Purchase warrants (in Shares) | shares | 6,000,000 | 6,000,000 | |||||
Price per share | $ 0.01 | $ 0.01 | |||||
Private Warrant [Member] | |||||||
Warrants [Line Items] | |||||||
Purchase warrants (in Shares) | shares | 3,400,000 | 3,400,000 | |||||
Sponsor [Member] | |||||||
Warrants [Line Items] | |||||||
Purchase warrants (in Shares) | shares | 400,000 | 400,000 | |||||
Warrant [Member] | |||||||
Warrants [Line Items] | |||||||
Purchase warrants (in Shares) | shares | 300,000 | 28,000 | 28,000 | ||||
Percentage of exercise price of warrants | 115% | ||||||
Non cash gain (in Dollars) | $ | $ 68,000 | ||||||
Cash proceeds (in Dollars) | $ | $ 900,000 | ||||||
Legacy Mobix Warrants [Member] | |||||||
Warrants [Line Items] | |||||||
Purchase warrants (in Shares) | shares | 373,031 | 373,031 | |||||
Maximum [Member] | |||||||
Warrants [Line Items] | |||||||
Price per share | $ 2 | $ 2 | |||||
Redemption trigger price | 18 | ||||||
Minimum [Member] | |||||||
Warrants [Line Items] | |||||||
Price per share | $ 0.01 | 0.01 | |||||
Redemption trigger price | $ 9.06 | ||||||
Common Stock [Member] | Warrant [Member] | |||||||
Warrants [Line Items] | |||||||
Purchase warrants (in Shares) | shares | 500,000 | ||||||
Price per share | $ 0.01 | ||||||
Measurement Input, Price Volatility [Member] | |||||||
Warrants [Line Items] | |||||||
Warrant measurement input | 53.8 | ||||||
Measurement Input, Price Volatility [Member] | Warrant [Member] | |||||||
Warrants [Line Items] | |||||||
Warrant measurement input | 55.1 | 55.1 | |||||
Measurement Input, Risk Free Interest Rate [Member] | |||||||
Warrants [Line Items] | |||||||
Warrant measurement input | 4.1 | ||||||
Measurement Input, Risk Free Interest Rate [Member] | Warrant [Member] | |||||||
Warrants [Line Items] | |||||||
Warrant measurement input | 4.8 | 4.8 | |||||
Measurement Input, Expected Term [Member] | |||||||
Warrants [Line Items] | |||||||
Warrant measurement input | 2 | 2 | |||||
Measurement Input, Expected Term [Member] | Warrant [Member] | |||||||
Warrants [Line Items] | |||||||
Warrant measurement input | 20 | 20 | |||||
Legacy Mobix [Member] | |||||||
Warrants [Line Items] | |||||||
Purchase warrants (in Shares) | shares | 260,000 | 205,965 | 260,000 | 205,965 | 260,000 | ||
Price per share | $ 3 | $ 3 | |||||
Liability fair value of warrants (in Dollars) | $ | $ 633,000 | ||||||
Cash proceeds (in Dollars) | $ | $ 3,000 | ||||||
Legacy Mobix [Member] | Warrant [Member] | |||||||
Warrants [Line Items] | |||||||
Price per share | 3 | $ 3 | |||||
Legacy Mobix [Member] | Maximum [Member] | |||||||
Warrants [Line Items] | |||||||
Price per share | 2 | 2 | |||||
Legacy Mobix [Member] | Minimum [Member] | |||||||
Warrants [Line Items] | |||||||
Price per share | 0.01 | 0.01 | |||||
PIPE Subscription Agreement [Member] | |||||||
Warrants [Line Items] | |||||||
Price per share | $ 0.01 | $ 0.01 | |||||
Investor [Member] | |||||||
Warrants [Line Items] | |||||||
Purchase warrants (in Shares) | shares | 27,413 | 27,413 | |||||
Price per share | $ 0.01 | $ 0.01 | |||||
PIPE Subscription Agreement [Member] | Maximum [Member] | |||||||
Warrants [Line Items] | |||||||
Price per share | 11.5 | 11.5 | |||||
PIPE Subscription Agreement [Member] | Minimum [Member] | |||||||
Warrants [Line Items] | |||||||
Price per share | $ 5.79 | $ 5.79 | |||||
Class A Common Stock [Member] | |||||||
Warrants [Line Items] | |||||||
Purchase warrants (in Shares) | shares | 300,000 | 300,000 | |||||
Price per share | $ 18 | $ 18 | |||||
Warrant price adjustment (in Dollars) | $ | $ (604,000) | ||||||
Issue warrants (in Shares) | 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] | Warrant [Member] | |||||||
Warrants [Line Items] | |||||||
Purchase warrants (in Shares) | shares | 130,000 | 130,000 | |||||
Price per share | $ 0.01 | $ 0.01 | |||||
Class A Common Stock [Member] | Legacy Mobix Warrants [Member] | |||||||
Warrants [Line Items] | |||||||
Purchase warrants (in Shares) | shares | 369,671 | 369,671 | |||||
Class A Common Stock [Member] | Legacy Mobix [Member] | |||||||
Warrants [Line Items] | |||||||
Price per share | $ 0.01 | $ 0.01 |
Acquisitions (Details)
Acquisitions (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Jun. 30, 2024 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) | Apr. 15, 2025 USD ($) | Nov. 15, 2024 USD ($) | Sep. 30, 2023 USD ($) | |
Acquisition [Line Items] | |||||||
Aggregate consideration | $ 9,518 | ||||||
Estimated fair value | $ 7,682 | 7,682 | |||||
Cash | 2,200 | ||||||
Payable of fair value | 200 | 200 | |||||
Earn-out payments | 8,000 | ||||||
Selling, general and administrative expense | 8,710 | $ 6,375 | 31,731 | $ 21,198 | |||
Revenue | 2,058 | $ 80 | 3,488 | $ 791 | |||
Comprehensive loss | 126 | ||||||
Consideration paid | 155 | ||||||
Cash portion | $ 205 | 205 | $ 89 | ||||
Cash consideration | $ 174 | ||||||
Repurchase shares of common stock (in Shares) | shares | 964,912 | ||||||
Permanent equity, carrying value | $ 8,856 | ||||||
Legacy Mobix [Member] | |||||||
Acquisition [Line Items] | |||||||
Price per share (in Dollars per share) | $ / shares | $ 6.84 | $ 6.84 | |||||
Common stock value | $ 8,856 | $ 8,856 | |||||
RaGE Systems [Member] | |||||||
Acquisition [Line Items] | |||||||
Selling, general and administrative expense | 897 | ||||||
Revenue | 706 | ||||||
Business Acquisition [Member] | |||||||
Acquisition [Line Items] | |||||||
Estimated fair value | 8,856 | 8,856 | |||||
Acquisition payable | 1,174 | 1,174 | |||||
EMI Solutions Inc [Member] | |||||||
Acquisition [Line Items] | |||||||
Aggregate consideration | 10,897 | ||||||
Revenue | 1,976 | ||||||
Cash portion | $ 871 | 871 | |||||
Comprehensive loss | $ 731 | ||||||
Common Class A [Member] | |||||||
Acquisition [Line Items] | |||||||
Shares issued (in Shares) | shares | 3,214,045 | 3,214,045 | |||||
Common stock value | |||||||
Common Stock [Member] | |||||||
Acquisition [Line Items] | |||||||
Cash | $ 2,000 | ||||||
Consideration acquisition shares (in Shares) | shares | 964,912 | ||||||
Repurchase shares of common stock (in Shares) | shares | 964,912 | ||||||
Measurement Input, Price Volatility [Member] | |||||||
Acquisition [Line Items] | |||||||
Business consideration measurement input | 55 | 55 | |||||
Measurement Input, Expected Dividend Rate [Member] | |||||||
Acquisition [Line Items] | |||||||
Business consideration measurement input | |||||||
Measurement Input, Risk Free Interest Rate [Member] | |||||||
Acquisition [Line Items] | |||||||
Business consideration measurement input | 4.5 | 4.5 | |||||
Measurement Input, Expected Term [Member] | |||||||
Acquisition [Line Items] | |||||||
Business consideration measurement input | 2 | 2 | |||||
Forecast [Member] | |||||||
Acquisition [Line Items] | |||||||
Payable of fair value | $ 800 | $ 1,000 |
Acquisitions (Details) - Schedu
Acquisitions (Details) - Schedule of Purchase Consideration and Allocation $ in Thousands | 9 Months Ended |
Jun. 30, 2024 USD ($) | |
RaGE Systems, Inc. [Member] | |
Purchase consideration: | |
Common stock issued to seller | $ 7,682 |
Cash consideration (at present value) | 1,836 |
Total purchase consideration | 9,518 |
Allocation: | |
Cash | 420 |
Accounts receivable | 286 |
Inventory | 1,146 |
Other current assets | 5 |
Property and equipment | 275 |
Operating lease right-of-use asset | 192 |
Goodwill | 4,447 |
Accounts payable | (1,647) |
Accrued expenses | (174) |
Deferred revenue | (1,448) |
Operating lease liability | (192) |
Deferred tax liability | (1,692) |
Total allocation | 9,518 |
RaGE Systems, Inc. [Member] | Customer Relationships [Member] | |
Allocation: | |
Intangible asset | 7,400 |
RaGE Systems, Inc. [Member] | Developed Technology [Member] | |
Allocation: | |
Intangible asset | 300 |
RaGE Systems, Inc. [Member] | Trade Name [Member] | |
Allocation: | |
Intangible asset | 200 |
EMI Solutions Inc [Member] | |
Purchase consideration: | |
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 |
EMI Solutions Inc [Member] | Customer Relationships [Member] | |
Allocation: | |
Intangible asset | 6,100 |
EMI Solutions Inc [Member] | Developed Technology [Member] | |
Allocation: | |
Intangible asset | 300 |
EMI Solutions Inc [Member] | Trade Name [Member] | |
Allocation: | |
Intangible asset | $ 100 |
Acquisitions (Details) - Sche_2
Acquisitions (Details) - Schedule of Unaudited Pro Forma Net Revenues and Net Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Schedule of Unaudited Pro Forma Revenues and Net Income (Loss) [Abstract] | ||||
Net revenue | $ 2,014 | $ 2,798 | $ 7,314 | $ 6,358 |
Net loss | $ (8,407) | $ (10,484) | $ (9,628) | $ (33,293) |
Inventory (Details) - Schedule
Inventory (Details) - Schedule of Inventory - USD ($) $ in Thousands | Jun. 30, 2024 | Sep. 30, 2023 |
Schedule of Inventory [Abstract] | ||
Raw materials | $ 1,493 | $ 265 |
Finished goods | 413 | 54 |
Total inventory | $ 1,906 | $ 319 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Property and Equipment, Net [Abstract] | ||||
Depreciation expense | $ 127 | $ 112 | $ 357 | $ 337 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of Property and Equipment, Net - USD ($) $ in Thousands | Jun. 30, 2024 | Sep. 30, 2023 |
Schedule of Property and Equipment [Line Items] | ||
Property and equipment gross | $ 3,299 | $ 2,893 |
Less: Accumulated depreciation | (1,384) | (1,034) |
Property and equipment, net | 1,915 | 1,859 |
Equipment and furniture [Member] | ||
Schedule of Property and Equipment [Line Items] | ||
Property and equipment gross | $ 983 | 858 |
Laboratory equipment [Member] | ||
Schedule of Property and Equipment [Line Items] | ||
Property and equipment estimated useful life | 5 years | |
Property and equipment gross | $ 837 | 601 |
Leasehold improvements [Member] | ||
Schedule of Property and Equipment [Line Items] | ||
Property and equipment estimated useful life | Shorter of estimated useful life or remaining lease term | |
Property and equipment gross | $ 891 | 850 |
Construction in progress [Member] | ||
Schedule of Property and Equipment [Line Items] | ||
Property and equipment gross | $ 588 | $ 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 | 9 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Intangible Assets, Net [Line Items] | ||||
Amortization expense | $ 481 | $ 210 | $ 1,117 | $ 631 |
Developed Technology Rights [Member] | ||||
Intangible Assets, Net [Line Items] | ||||
Weighted-average remaining lives of intangible assets | 5 years 8 months 12 days | |||
Customer Relationships [Member] | ||||
Intangible Assets, Net [Line Items] | ||||
Weighted-average remaining lives of intangible assets | 12 years 10 months 24 days | |||
Trade Names [Member] | ||||
Intangible Assets, Net [Line Items] | ||||
Weighted-average remaining lives of intangible assets | 2 years 1 month 6 days |
Intangible Assets, Net (Detai_2
Intangible Assets, Net (Details) - Schedule of Intangible Assets - USD ($) $ in Thousands | Jun. 30, 2024 | Sep. 30, 2023 |
Schedule of Intangible Assets [Line Items] | ||
Gross | $ 21,989 | $ 7,589 |
Accumulated Amortization | (3,419) | (2,302) |
Net | 18,570 | 5,287 |
Developed technology [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Gross | 7,589 | 7,289 |
Accumulated Amortization | (2,851) | (2,238) |
Net | 4,738 | 5,051 |
Customer relationships [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Gross | 13,800 | 300 |
Accumulated Amortization | (372) | (64) |
Net | 13,428 | 236 |
Trade names [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Gross | 300 | |
Accumulated Amortization | (36) | |
Net | $ 264 | |
Backlog [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Estimated Useful Life (years) | 1 year | |
Gross | $ 300 | |
Accumulated Amortization | (160) | |
Net | $ 140 | |
Minimum [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Estimated Useful Life (years) | 1 year | |
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 | |
Minimum [Member] | Trade names [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Estimated Useful Life (years) | 2 years | |
Maximum [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Estimated Useful Life (years) | 15 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 | |
Maximum [Member] | Trade names [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Estimated Useful Life (years) | 2 years 6 months |
Intangible Assets, Net (Detai_3
Intangible Assets, Net (Details) - Schedule of Estimated Future Amortization Expense for Intangible Assets - USD ($) $ in Thousands | Jun. 30, 2024 | Sep. 30, 2023 |
Schedule of Estimated Future Amortization Expense for Intangible Assets [Abstract] | ||
2024 (remaining three months) | $ 584 | |
2025 | 2,101 | |
2026 | 1,997 | |
2027 | 1,918 | |
2028 | 1,873 | |
Thereafter | 10,097 | |
Total | $ 18,570 | $ 5,287 |
Goodwill (Details) - Schedule o
Goodwill (Details) - Schedule of Goodwill $ in Thousands | 9 Months Ended |
Jun. 30, 2024 USD ($) | |
Schedule of Goodwill [Abstract] | |
Balance at September 30, 2023 | $ 5,217 |
Acquisition of EMI Solutions | 5,542 |
Acquisition of RaGE Systems | 4,447 |
Balance at June 30, 2024 | $ 15,206 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - Schedule of Accrued Expenses and Other Current Liabilities - USD ($) $ in Thousands | Jun. 30, 2024 | Sep. 30, 2023 |
Schedule of Accrued Expenses and Other Current Liabilities [Abstract] | ||
Accrued compensation and benefits | $ 1,906 | $ 2,841 |
Accrued professional fees | 566 | 273 |
Accrued interest | 114 | 304 |
Deferred revenue | 1,323 | 138 |
Committed equity facility fees | 1,555 | |
Unpaid Merger-related transaction costs | 1,090 | |
RaGE Earn-out | 628 | |
Other | 1,657 | 963 |
Total accrued expenses and other current liabilities | $ 8,839 | $ 4,519 |
Debt (Details)
Debt (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | ||||
Jun. 30, 2024 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) | May 31, 2023 $ / shares shares | Dec. 31, 2022 shares | |
Debt [Line Items] | |||||
Purchase warrant (in Shares) | shares | 400,000 | 132,464 | |||
Proceeds allocated to warrants | $ 1 | $ 908 | |||
Warrant to purchase additional shares (in Shares) | shares | 15,000 | ||||
Notes payable related parties | $ 524 | ||||
Aggregate principal amount | 1,525 | ||||
Original purchase amount | 1,000 | ||||
Carrying amount | $ 1,512 | ||||
Common stock at exercise prices (in Dollars per share) | $ / shares | $ 0.01 | ||||
Warrant [Member] | |||||
Debt [Line Items] | |||||
Purchase warrant (in Shares) | shares | 28,000 | 300,000 | |||
Proceeds allocated to warrants | $ 155 | ||||
Warrant to purchase additional shares (in Shares) | shares | 25,000 | ||||
Two Promissory Note [Member] | |||||
Debt [Line Items] | |||||
Principal amount | $ 775 | ||||
One Promissory Note [Member] | |||||
Debt [Line Items] | |||||
Principal amount | 250 | ||||
Repaid principal amount | 400 | ||||
Notes Payable [Member] | |||||
Debt [Line Items] | |||||
Principal amount | 100 | ||||
Repaid principal amount | 418 | ||||
Remaining principal balance | 2,495 | 444 | |||
Fair value | $ 10 | $ 528 | |||
Notes Payable [Member] | Warrant [Member] | |||||
Debt [Line Items] | |||||
Purchase warrant (in Shares) | shares | 201,965 | ||||
Note One [Member] | |||||
Debt [Line Items] | |||||
Principal amount | $ 531 | ||||
Promissory Notes [Member] | |||||
Debt [Line Items] | |||||
Principal amount | 854 | ||||
Remaining principal balance | $ 723 | ||||
Bear interest | 7% | ||||
Promissory Notes [Member] | Warrant [Member] | |||||
Debt [Line Items] | |||||
Exercise price per share (in Dollars per share) | $ / shares | $ 0.01 | ||||
SAFEs [Member] | |||||
Debt [Line Items] | |||||
Carrying amount | $ 1,512 | ||||
Convertible Notes [Member] | |||||
Debt [Line Items] | |||||
Bore interest percentage | 16% | ||||
Conversion price per share (in Dollars per share) | $ / shares | $ 6.84 | ||||
Carrying amount of equity | $ 206 | ||||
Minimum [Member] | |||||
Debt [Line Items] | |||||
Percentage of interest at rates | 6% | ||||
Exercise price per share (in Dollars per share) | $ / shares | $ 0.01 | ||||
Maximum [Member] | |||||
Debt [Line Items] | |||||
Percentage of interest at rates | 76% | ||||
Exercise price per share (in Dollars per share) | $ / shares | $ 2 | ||||
Common Stock [Member] | |||||
Debt [Line Items] | |||||
Warrants to purchase aggregate shares (in Shares) | shares | 103,000 | ||||
Common Stock [Member] | Warrant [Member] | |||||
Debt [Line Items] | |||||
Purchase warrant (in Shares) | shares | 500,000 | ||||
Exercise price per share (in Dollars per share) | $ / shares | $ 0.01 | ||||
Measurement Input, Price Volatility [Member] | |||||
Debt [Line Items] | |||||
Warrant measurement input | 53.8 | ||||
Measurement Input, Price Volatility [Member] | Warrant [Member] | |||||
Debt [Line Items] | |||||
Warrant measurement input | 55.1 | ||||
Measurement Input, Expected Dividend Rate [Member] | Warrant [Member] | |||||
Debt [Line Items] | |||||
Warrant measurement input | |||||
Measurement Input, Risk Free Interest Rate [Member] | |||||
Debt [Line Items] | |||||
Warrant measurement input | 4.1 | ||||
Measurement Input, Risk Free Interest Rate [Member] | Warrant [Member] | |||||
Debt [Line Items] | |||||
Warrant measurement input | 4.8 | ||||
Measurement Input, Expected Term [Member] | |||||
Debt [Line Items] | |||||
Warrant measurement input | 2 | ||||
Measurement Input, Expected Term [Member] | Warrant [Member] | |||||
Debt [Line Items] | |||||
Warrant measurement input | 20 | ||||
Related Party [Member] | |||||
Debt [Line Items] | |||||
Repaid principal amount | $ 418 | ||||
Remaining principal balance | $ 444 | ||||
Aggregate principal balance | $ 524 | ||||
Related Party [Member] | Promissory Notes [Member] | |||||
Debt [Line Items] | |||||
Bear interest | 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) | shares | 4,000 | ||||
Director [Member] | One Promissory Note [Member] | |||||
Debt [Line Items] | |||||
Principal amount | $ 150 | ||||
Debt Instrument, Periodic Payment | $ 4 | ||||
Class A Common Stock [Member] | |||||
Debt [Line Items] | |||||
Purchase warrant (in Shares) | shares | 300,000 | ||||
Exercise price per share (in Dollars per share) | $ / shares | $ 18 | ||||
Warrants to purchase aggregate shares (in Shares) | shares | 210,000 | ||||
Converted shares (in Shares) | shares | 150,953 | ||||
Class A Common Stock [Member] | Warrant [Member] | |||||
Debt [Line Items] | |||||
Purchase warrant (in Shares) | shares | 130,000 | ||||
Exercise price per share (in Dollars per share) | $ / shares | $ 0.01 | ||||
Class A Common Stock [Member] | Convertible Notes [Member] | |||||
Debt [Line Items] | |||||
Converted shares (in Shares) | shares | 30,045 |
Debt (Details) - Schedule of De
Debt (Details) - Schedule of Debt - USD ($) $ in Thousands | Jun. 30, 2024 | Sep. 30, 2023 |
Schedule of Debt [Line Items] | ||
Notes payable | $ 723 | $ 1,286 |
SAFEs | 1,512 | |
Total debt | 3,218 | 6,591 |
Less: Amounts classified as current | (3,218) | (6,591) |
Noncurrent portion | ||
Related Party [Member] | ||
Schedule of Debt [Line Items] | ||
7% promissory notes – related parties | 2,495 | 3,793 |
Notes payable – related parties | 444 | |
Promissory Notes-Related parties [Member] | ||
Schedule of Debt [Line Items] | ||
7% promissory notes – related parties | $ 2,495 | $ 3,349 |
Debt (Details) - Schedule of _2
Debt (Details) - Schedule of Debt (Parentheticals) | Jun. 30, 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) | Jun. 30, 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 | Jun. 30, 2024 USD ($) |
Schedule of Liabilities Measured at Fair Value on a Recurring Basis [Line Items] | |
Total | $ 5,471 |
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 | 5,471 |
Earnout liability [Member] | |
Schedule of Liabilities Measured at Fair Value on a Recurring Basis [Line Items] | |
Total | 2,960 |
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 | 2,960 |
PIPE make-whole liability [Member] | |
Schedule of Liabilities Measured at Fair Value on a Recurring Basis [Line Items] | |
Total | 1,949 |
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 | 1,949 |
Private Warrants [Member] | |
Schedule of Liabilities Measured at Fair Value on a Recurring Basis [Line Items] | |
Total | 562 |
Private Warrants [Member] | Level 1 [Member] | |
Schedule of Liabilities Measured at Fair Value on a Recurring Basis [Line Items] | |
Total | |
Private Warrants [Member] | Level 2 [Member] | |
Schedule of Liabilities Measured at Fair Value on a Recurring Basis [Line Items] | |
Total | |
Private Warrants [Member] | Level 3 [Member] | |
Schedule of Liabilities Measured at Fair Value on a Recurring Basis [Line Items] | |
Total | $ 562 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of Fair Value on a Recurring Basis Using Level 3 Inputs - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 30, 2024 | Jun. 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 | ||
Settlement of liability | ||
Change in fair value included in net loss | (30,599) | |
Balance, ending | 2,960 | |
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 | ||
Settlement of liability | ||
Change in fair value included in net loss | (122) | |
Balance, ending | 1,949 | |
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 | ||
Settlement of liability | (332) | |
Change in fair value included in net loss | 12 | |
Balance, ending | 562 | |
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) | |
Settlement of liability | ||
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 | 528 | |
Balance, ending | $ 2,511 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of Assumptions Used in Estimating the Fair Value | Jun. 30, 2024 | Dec. 21, 2023 |
Earnout Liability [Member] | Stock price [Member] | ||
Schedule of Assumptions Used in Estimating the Fair Value [Line Items] | ||
Measurement inputs | 1.64 | 10.66 |
Earnout Liability [Member] | Expected volatility [Member] | ||
Schedule of Assumptions Used in Estimating the Fair Value [Line Items] | ||
Measurement inputs | 65 | 50 |
Earnout Liability [Member] | Risk-free rate [Member] | ||
Schedule of Assumptions Used in Estimating the Fair Value [Line Items] | ||
Measurement inputs | 4.2 | 3.9 |
Earnout Liability [Member] | Contractual term [Member] | ||
Schedule of Assumptions Used in Estimating the Fair Value [Line Items] | ||
Measurement inputs | 7.5 | 8 |
PIPE Make-Whole Liability [Member] | Stock price [Member] | ||
Schedule of Assumptions Used in Estimating the Fair Value [Line Items] | ||
Measurement inputs | 1.85 | 10.17 |
PIPE Make-Whole Liability [Member] | Expected volatility [Member] | ||
Schedule of Assumptions Used in Estimating the Fair Value [Line Items] | ||
Measurement inputs | 53 | 49 |
PIPE Make-Whole Liability [Member] | Risk-free rate [Member] | ||
Schedule of Assumptions Used in Estimating the Fair Value [Line Items] | ||
Measurement inputs | 5.5 | 5.4 |
PIPE Make-Whole Liability [Member] | Contractual term [Member] | ||
Schedule of Assumptions Used in Estimating the Fair Value [Line Items] | ||
Measurement inputs | 1.4 | 4 |
Leases (Details)
Leases (Details) $ in Thousands | 9 Months Ended | ||
Jun. 30, 2024 USD ($) m² | Jun. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) | |
Leases [Line Items] | |||
Lease covering (in Square Meters) | m² | 19,436 | ||
Lease security deposit | $ 400 | ||
Operating lease liabilities | $ 413 | $ 396 | |
Remaining lease term | 3 years 1 month 6 days | ||
Weighted average discount rate | 15.60% | ||
Right-of-use asset | $ 1,086 | $ 1,030 | |
Right-of Use Asset [Member] | |||
Leases [Line Items] | |||
Right-of-use asset | 192 | ||
Right-of-use asset and lease liability | $ 792 | ||
Minimum [Member] | |||
Leases [Line Items] | |||
lease term | 2 years 4 months 24 days | ||
Maximum [Member] | |||
Leases [Line Items] | |||
lease term | 3 years 2 months 12 days |
Leases (Details) - Schedule of
Leases (Details) - Schedule of Lease Costs - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Schedule of Lease Costs [Abstract] | ||
Operating lease cost | $ 307 | $ 303 |
Short-term lease cost | 88 | 227 |
Total lease cost | $ 395 | $ 530 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of Undiscounted Cash Flows to the Operating Lease Liabilities - USD ($) $ in Thousands | Jun. 30, 2024 | Sep. 30, 2023 |
Schedule of Undiscounted Cash Flows to the Operating Lease Liabilities [Abstract] | ||
2024 (remaining three months) | $ 150 | |
2025 | 617 | |
2026 | 639 | |
2027 | 532 | |
Total minimum lease payments | 1,938 | |
Less: imputed interest | (393) | |
Present value of future minimum lease payments | 1,545 | |
Less: current obligations under leases | (406) | $ (318) |
Long-term lease obligations | $ 1,139 | $ 1,280 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2024 | |
Commitments and Contingencies [Line Items] | |||
Unconditional purchase commitment | $ 246 | ||
Shares of common stock in settlement amount | $ 8,434 | ||
Common Stock [Member] | |||
Commitments and Contingencies [Line Items] | |||
Shares of common stock in settlement (in Shares) | 1,233,108 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Taxes [Line Items] | ||||
Provision (benefit) for income taxes | $ (1,505) | $ (14) | $ (2,801) | $ 18 |
Deferred tax liability | 3,078 | 3,078 | ||
Recognized income tax benefits | $ 1,507 | $ (2,803) |
Equity (Details)
Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Apr. 30, 2024 | Mar. 18, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Sep. 30, 2023 | |
Equity [Line Items] | ||||||||
Private placement net proceeds (in Dollars) | $ 3,286 | |||||||
Cash commitment fee (in Dollars) | $ 1,500 | $ 1,500 | ||||||
Cash form aggregate purchase price | 30% | |||||||
Legal fees (in Dollars) | $ 75 | |||||||
Registration rights agreement (in Dollars) | 5 | |||||||
Other fees (in Dollars) | $ 8,000 | |||||||
Legacy Mobix [Member] | ||||||||
Equity [Line Items] | ||||||||
Shares of common stock | 27,413 | |||||||
Price per share (in Dollars per share) | $ 0.01 | $ 0.01 | ||||||
Conversion shares | 272,182 | |||||||
Purchase Agreement [Member] | ||||||||
Equity [Line Items] | ||||||||
Sale of stock | 32,902 | |||||||
Gross proceeds (in Dollars) | $ 68 | |||||||
Other fees (in Dollars) | $ 2 | $ 1,577 | ||||||
Class A Common Stock [Member] | ||||||||
Equity [Line Items] | ||||||||
Shares authorized | 285,000,000 | 285,000,000 | 285,000,000 | |||||
Common stock vote | one | |||||||
Price per share (in Dollars per share) | $ 18 | $ 18 | ||||||
Conversion shares | 2,254,901 | 2,254,901 | ||||||
Issuance of common stock | 9,500,000 | 9,500,000 | ||||||
Class B Common Stock [Member] | ||||||||
Equity [Line Items] | ||||||||
Shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | |||||
Common stock vote | ten | |||||||
Conversion shares | ||||||||
Common Stock [Member] | ||||||||
Equity [Line Items] | ||||||||
Sale of stock | 482,171 | |||||||
Conversion shares | ||||||||
Common Stock [Member] | ||||||||
Equity [Line Items] | ||||||||
Shares authorized | 285,000,000 | 285,000,000 | ||||||
Common Stock [Member] | Class A Common Stock [Member] | ||||||||
Equity [Line Items] | ||||||||
Conversion shares | 150,953 | |||||||
Issuance of common stock | 57,894 | |||||||
Common Stock [Member] | Class B Common Stock [Member] | ||||||||
Equity [Line Items] | ||||||||
Conversion shares | 2,254,901 | |||||||
Preferred Stock [Member] | Legacy Mobix [Member] | ||||||||
Equity [Line Items] | ||||||||
Shares of preferred stock | 10,000,000 | 10,000,000 | ||||||
Preferred stock par share (in Dollars per share) | $ 0.00001 | $ 0.00001 | ||||||
Private Placement [Member] | ||||||||
Equity [Line Items] | ||||||||
Sale of stock | 1,663,922 | |||||||
Private placement net proceeds (in Dollars) | $ 11,382 |
Equity (Details) - Schedule of
Equity (Details) - Schedule of Common Stock Available for Issuance - Class A Common Stock [Member] | Jun. 30, 2024 shares |
Equity [Line Items] | |
Authorized number of shares of Class A Common Stock | 285,000,000 |
Class A Common Stock outstanding | 28,326,474 |
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 | 3,361,965 |
Shares issuable under PIPE make-whole provision | 1,052,030 |
Reserve for earnout shares | 3,500,000 |
Reserve for RaGE Earn-out | 1,285,618 |
Stock options and RSUs outstanding | 7,236,606 |
Awards available for grant under 2023 Equity Incentive Plan | 1,872,176 |
Awards available for grant under 2023 Employee Stock Purchase Plan | 858,935 |
Common stock available for issuance | 226,251,295 |
Equity Incentive Plans (Details
Equity Incentive Plans (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Nov. 30, 2022 | Nov. 30, 2022 | Jun. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | May 31, 2023 | Dec. 31, 2022 | |
Equity Incentive Plans [Line Items] | |||||||||
Fair market value percentage | 85% | ||||||||
Restricted shares (in Shares) | 10,000,000 | ||||||||
Forfeited shares (in Shares) | 10,000,000 | 670,000 | |||||||
Common stock warrants (in Shares) | 400,000 | 400,000 | 132,464 | ||||||
Stock based compensation expense | $ 2,242 | ||||||||
Unrecognised share based compensation | $ 1,489 | 1,489 | |||||||
Aggregate intrinsic value of stock options outstanding | 951 | 951 | |||||||
Stock options exercisable | $ 951 | 951 | |||||||
Total intrinsic value | 4,709 | $ 0 | |||||||
Fair value of options vested | $ 1,531 | $ 2,246 | |||||||
Weighted-average grant date fair value of options (in Dollars per share) | $ 3.5 | $ 3.59 | |||||||
Weighted-average period | 2 years | ||||||||
Warrant [Member] | |||||||||
Equity Incentive Plans [Line Items] | |||||||||
Common stock warrants (in Shares) | 28,000 | 28,000 | 300,000 | ||||||
Common Stock [Member] | |||||||||
Equity Incentive Plans [Line Items] | |||||||||
Reserved shares (in Shares) | 226,251,295 | 226,251,295 | |||||||
Common Stock [Member] | Warrant [Member] | |||||||||
Equity Incentive Plans [Line Items] | |||||||||
Common stock warrants (in Shares) | 500,000 | ||||||||
2023 Equity Incentive Plan [Member] | |||||||||
Equity Incentive Plans [Line Items] | |||||||||
Reserved shares (in Shares) | 2,290,183 | 2,290,183 | |||||||
2023 Employee Stock Purchase Plan [Member] | |||||||||
Equity Incentive Plans [Line Items] | |||||||||
Reserved shares (in Shares) | 858,935 | 858,935 | |||||||
Restricted Stock Units (RSUs) [Member] | |||||||||
Equity Incentive Plans [Line Items] | |||||||||
Restricted shares (in Shares) | 5,000,000 | ||||||||
Forfeited shares (in Shares) | 34,915 | ||||||||
Stock based compensation expense | $ 3,706 | ||||||||
Unrecognised share based compensation | $ 31,275 | $ 31,275 | |||||||
Weighted-average period | 3 years 6 months | ||||||||
Restricted Stock Units (RSUs) [Member] | Warrant [Member] | |||||||||
Equity Incentive Plans [Line Items] | |||||||||
Stock based compensation expense | $ 11,846 | ||||||||
Restricted Stock Units (RSUs) [Member] | Share-Based Payment Arrangement, Tranche One [Member] | |||||||||
Equity Incentive Plans [Line Items] | |||||||||
Forfeited shares (in Shares) | 1,000,000 | ||||||||
Restricted Stock Units (RSUs) [Member] | Common Stock [Member] | |||||||||
Equity Incentive Plans [Line Items] | |||||||||
Common stock warrants (in Shares) | 1,000,000 | 1,000,000 | |||||||
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] | Warrant [Member] | |||||||||
Equity Incentive Plans [Line Items] | |||||||||
Common stock warrants (in Shares) | 130,000 | 130,000 | |||||||
Class A Common Stock [Member] | Common Stock [Member] | |||||||||
Equity Incentive Plans [Line Items] | |||||||||
Stock option shares (in Shares) | 1,323,528 | 29,880 | 168,235 | ||||||
Class A Common Stock [Member] | Stock Options [Member] | |||||||||
Equity Incentive Plans [Line Items] | |||||||||
Stock option shares (in Shares) | 195,115 |
Equity Incentive Plans (Detai_2
Equity Incentive Plans (Details) - Schedule of Activity in the Company's RSUs - Restricted Stock Units [Member] | 9 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Schedule 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, Other RSUs issued | shares | 418,007 |
Weighted-Average Grant Date Fair Value per Unit, Other RSUs issued | $ / shares | $ 2.35 |
Number of units, Forfeited | shares | (34,915) |
Weighted-Average Grant Date Fair Value per Unit, Forfeited | $ / shares | $ 6.84 |
Number of units, Vested | shares | (148,393) |
Weighted-Average Grant Date Fair Value per Unit, Vested | $ / shares | $ 6.84 |
Number of units, Outstanding | shares | 4,444,192 |
Weighted-Average Grant Date Fair Value per Unit, Outstanding | $ / shares | $ 8.05 |
Equity Incentive Plans (Detai_3
Equity Incentive Plans (Details) - Schedule of Stock Option Activity - Stock option activity [Member] - $ / shares | 9 Months Ended |
Jun. 30, 2024 | |
Schedule of Stock Option Activity [Line Items] | |
Number of Options, Outstanding, Beginning Balance | 5,905,684 |
Weighted-Average Exercise Price per Share, Outstanding, Beginning Balance | $ 4.28 |
Number of Options, Granted | 32.2 |
Weighted-Average Exercise Price per Share, Granted | $ 6.84 |
Number of Options, Exercised | (1,797,841) |
Weighted-Average Exercise Price per Share, Exercised | $ 1.69 |
Number of Options, Forfeited | (1,347,630) |
Weighted-Average Exercise Price per Share, Forfeited | $ 6.48 |
Number of Options, Outstanding, Ending Balance | 2,792,413 |
Weighted-Average Exercise Price per Share, Outstanding, Ending Balance | $ 4.91 |
Weighted-Average Remaining Contractual Term (years), Outstanding, Ending Balance | 7 years |
Number of Options, Exercisable | 2,376,817 |
Weighted-Average Exercise Price per Share, Exercisable | $ 4.65 |
Weighted-Average Remaining Contractual Term (years), Exercisable | 6 years 10 months 24 days |
Equity Incentive Plans (Detai_4
Equity Incentive Plans (Details) - Schedule of Weighted-Average Grant Date Fair Value of Options Granted | 9 Months Ended | |
Jun. 30, 2024 | Jun. 30, 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 | 9 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Schedule of Consolidated Statements of Operations and Comprehensive Loss [Line Items] | ||||
Total stock-based compensation expense | $ 3,622 | $ 4,752 | $ 17,768 | $ 14,387 |
Cost of revenue [Member] | ||||
Schedule of Consolidated Statements of Operations and Comprehensive Loss [Line Items] | ||||
Total stock-based compensation expense | 27 | 11 | 27 | 34 |
Research and development [Member] | ||||
Schedule of Consolidated Statements of Operations and Comprehensive Loss [Line Items] | ||||
Total stock-based compensation expense | 161 | 547 | 936 | 1,630 |
Selling, general and administrative [Member] | ||||
Schedule of Consolidated Statements of Operations and Comprehensive Loss [Line Items] | ||||
Total stock-based compensation expense | $ 3,434 | $ 4,194 | $ 16,805 | $ 12,723 |
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 | 9 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Class A Common Stock [Member] | ||||
Numerator: | ||||
Allocation of net loss | $ (7,112) | $ (7,770) | ||
Deemed dividend from warrant price adjustment | (604) | |||
Net loss available to common stockholders | $ (7,112) | $ (8,374) | ||
Denominator: | ||||
Weighted-average shares outstanding (in Shares) | 28,297,162 | 24,095,237 | ||
Basic net loss per share (in Dollars per share) | $ (0.25) | $ (0.35) | ||
Numerator: | ||||
Net loss available to common stockholders | $ (7,112) | $ (8,374) | ||
Change in fair value of liability-classified warrants | (366) | |||
Reallocation of net loss as a result of conversion of Class B to Class A Common Stock | (567) | (818) | ||
Reallocation of net loss | ||||
Allocation of net loss | $ (7,679) | $ (9,558) | ||
Denominator: | ||||
Number of shares used in basic earnings per share calculation (in Shares) | 28,927,162 | 24,095,237 | ||
Shares issuable under liability-classified warrants (in Shares) | 60,882 | |||
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) | 30,552,063 | 26,411,020 | ||
Diluted net loss per share (in Dollars per share) | $ (0.25) | $ (0.36) | ||
Class B Common Stock [Member] | ||||
Numerator: | ||||
Allocation of net loss | $ (567) | $ (727) | ||
Deemed dividend from warrant price adjustment | (57) | |||
Net loss available to common stockholders | $ (567) | $ (784) | ||
Denominator: | ||||
Weighted-average shares outstanding (in Shares) | 2,254,901 | 2,254,901 | ||
Basic net loss per share (in Dollars per share) | $ (0.25) | $ (0.35) | ||
Numerator: | ||||
Net loss available to common stockholders | $ (567) | $ (784) | ||
Change in fair value of liability-classified warrants | (34) | |||
Reallocation of net loss as a result of conversion of Class B to Class A Common Stock | ||||
Reallocation of net loss | 2 | |||
Allocation of net loss | $ (567) | $ (816) | ||
Denominator: | ||||
Number of shares used in basic earnings per share calculation (in Shares) | 2,254,901 | 2,254,901 | ||
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) | $ (0.25) | $ (0.36) | ||
Common Stock [Member] | ||||
Numerator: | ||||
Allocation of net loss | $ (10,004) | $ (32,536) | ||
Deemed dividend from warrant price adjustment | ||||
Net loss available to common stockholders | $ (10,004) | $ (32,536) | ||
Denominator: | ||||
Weighted-average shares outstanding (in Shares) | 15,335,373 | 13,907,357 | ||
Basic net loss per share (in Dollars per share) | $ (0.65) | $ (2.34) | ||
Numerator: | ||||
Net loss available to common stockholders | $ (10,004) | $ (32,536) | ||
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 | $ (10,004) | $ (32,536) | ||
Denominator: | ||||
Number of shares used in basic earnings per share calculation (in Shares) | 15,335,373 | 13,907,357 | ||
Shares issuable under liability-classified warrants (in Shares) | ||||
Conversion of Class B to Class A Common Stock (in Shares) | ||||
Number of shares used in per share computation (in Shares) | 15,335,373 | 13,907,357 | ||
Diluted net loss per share (in Dollars per share) | $ (0.65) | $ (2.34) |
Net Loss Per Share (Details) _2
Net Loss Per Share (Details) - Schedule of Computation of Diluted Net Income (Loss) Per Share - shares | 9 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Schedule of Dilutive Securities not Included in Net Income (Loss) Per Share Common Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted net income (loss) per share | 21,943,580 | 9,558,028 |
Public Warrants and Private Warrants [Member] | ||
Schedule of Dilutive Securities not Included in Net Income (Loss) Per Share Common Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted net income (loss) per share | 9,000,000 | |
Earnout Shares [Member] | ||
Schedule of Dilutive Securities not Included in Net Income (Loss) Per Share Common Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted net income (loss) per share | 3,500,000 | |
PIPE Make-Whole Shares [Member] | ||
Schedule of Dilutive Securities not Included in Net Income (Loss) Per Share Common Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted net income (loss) per share | 1,052,030 | |
RSUs [Member] | ||
Schedule of Dilutive Securities not Included in Net Income (Loss) Per Share Common Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted net income (loss) per share | 4,444,192 | 314,241 |
Stock Options [Member] | ||
Schedule of Dilutive Securities not Included in Net Income (Loss) Per Share Common Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted net income (loss) per share | 2,792,413 | 6,173,833 |
Convertible Preferred Stock (on an as-converted basis) [Member] | ||
Schedule of Dilutive Securities not Included in Net Income (Loss) Per Share Common Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted net income (loss) per share | 2,254,901 | |
Common Stock Warrants [Member] | ||
Schedule of Dilutive Securities not Included in Net Income (Loss) Per Share Common Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted net income (loss) per share | 1,154,945 | 628,925 |
Convertible Notes [Member] | ||
Schedule of Dilutive Securities not Included in Net Income (Loss) Per Share Common Share [Line Items] | ||
Antidilutive securities excluded from computation of diluted net income (loss) per share | 186,128 |
Concentrations (Details)
Concentrations (Details) - Customer Concentration Risk [Member] - Two Customers [Member] | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Sep. 30, 2023 | |
Revenue Benchmark [Member] | |||||
Concentrations [Line Items] | |||||
Risk percentage | 48% | 100% | 31% | 91% | |
Accounts Receivable [Member] | |||||
Concentrations [Line Items] | |||||
Risk percentage | 72% | 92% |
Geographical Information (Detai
Geographical Information (Details) - Schedule of Company’s Net Revenue by Geographic Region - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Schedule of Company’s Net Revenue by Geographic Region [Line Items] | ||||
Total net revenue | $ 2,058 | $ 80 | $ 3,488 | $ 791 |
United States [Member] | ||||
Schedule of Company’s Net Revenue by Geographic Region [Line Items] | ||||
Revenue by geographic region | 1,598 | 61 | 2,847 | 358 |
China [Member] | ||||
Schedule of Company’s Net Revenue by Geographic Region [Line Items] | ||||
Revenue by geographic region | 288 | 288 | ||
Czech Republic [Member] | ||||
Schedule of Company’s Net Revenue by Geographic Region [Line Items] | ||||
Revenue by geographic region | 17 | 185 | ||
Thailand [Member] | ||||
Schedule of Company’s Net Revenue by Geographic Region [Line Items] | ||||
Revenue by geographic region | 19 | 245 | ||
Other [Member] | ||||
Schedule of Company’s Net Revenue by Geographic Region [Line Items] | ||||
Revenue by geographic region | $ 172 | $ 336 | $ 3 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | |||
Jul. 22, 2024 | Jul. 31, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | May 31, 2023 | |
Subsequent Event [Line Items] | |||||
Issuance of warrants (in Shares) | 400,000 | 132,464 | |||
Gross proceeds private placement | $ 3,286 | ||||
Warrant expiration term | 2 years | ||||
Net proceeds from issuance of note payable | 771 | $ 1,525 | |||
Net proceeds from related party | 524 | ||||
Pre-Funded Warrant [Member] | |||||
Subsequent Event [Line Items] | |||||
Exercise price per share (in Dollars per share) | $ 0.001 | ||||
Percentage of common stock outstanding | 9.99% | ||||
PIPE Common Warrants [Member] | |||||
Subsequent Event [Line Items] | |||||
Exercise price per share (in Dollars per share) | $ 1.39 | ||||
Placement Agent Warrants [Member] | |||||
Subsequent Event [Line Items] | |||||
Issuance of warrants (in Shares) | 201,439 | ||||
Exercise price per share (in Dollars per share) | $ 1.7375 | ||||
Warrant expiration term | 5 years | ||||
Percentage of placement agent warrants cash fees payment | 8% | ||||
Percentage of purchase a number of shares of common stock | 7% | ||||
Series A Warrants [Member] | |||||
Subsequent Event [Line Items] | |||||
Issuance of warrants (in Shares) | 2,877,698 | ||||
Warrant expiration term | 5 years | ||||
Series B Warrants [Member] | |||||
Subsequent Event [Line Items] | |||||
Issuance of warrants (in Shares) | 2,877,698 | ||||
Warrant expiration term | 12 months | ||||
Subsequent Event [Member] | Note Payable [Member] | Promissory Notes [Member] | |||||
Subsequent Event [Line Items] | |||||
Promissory note issued | $ 298 | ||||
Net proceeds from issuance of note payable | 227 | ||||
Subsequent Event [Member] | Note Payable [Member] | Promissory Note Related Party [Member] | |||||
Subsequent Event [Line Items] | |||||
Promissory note issued | 165 | ||||
Net proceeds from related party | $ 150 | ||||
Private Placement [Member] | |||||
Subsequent Event [Line Items] | |||||
Gross proceeds private placement | $ 11,382 | ||||
Payment of fees and expenses | $ 405 | ||||
Private Placement [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Gross proceeds private placement | $ 4,000 | ||||
Private Placement [Member] | Subsequent Event [Member] | Pre-Funded Warrant [Member] | |||||
Subsequent Event [Line Items] | |||||
Issuance of warrants (in Shares) | 2,877,698 | ||||
Private Placement [Member] | Subsequent Event [Member] | PIPE Common Warrants [Member] | |||||
Subsequent Event [Line Items] | |||||
Issuance of warrants (in Shares) | 5,755,396 | ||||
Private Placement [Member] | Subsequent Event [Member] | Placement Agent Warrants [Member] | |||||
Subsequent Event [Line Items] | |||||
Payment of fees and expenses | $ 405 |