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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 8, 2025

MOBIX LABS, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (949) 808-8888

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)

On August 8, 2025, the Board of Directors (the “Board”) of Mobix Labs, Inc. (the “Company”) appointed Philip Sansone as a Class I director of the Board effective immediately for a term expiring at the 2028 Annual Meeting of Stockholders.

Mr. Sansone currently serves as Chief Executive Officer (“CEO”) of the Company. Prior to his appointment as CEO Mr. Sansone served as Interim CEO from April 2025 to July 2025 and as Vice President of Worldwide Sales at the Company from September 2021 to April 2025. Prior to his service at the Company, Mr. Sansone served as Vice President of Global Distribution at MaxLinear, a provider of radio frequency, analog, digital and mixed-signal integrated circuits, from April 2019 to September 2021. Mr. Sansone received his bachelor’s degree in business administration from the New York Institute of Technology and brings decades of worldwide sales and distribution experience to the Company.

There is no arrangement or understanding between Mr. Sansone and any other person pursuant to which Mr. Sansone has been appointed to serve as a director of the Board and there are no family relationships between Mr. Sansone and any of the Company’s directors and executive officers.

On August 13, 2025, Mr. Sansone, the Company’s CEO and Director, personally guaranteed a loan to the Company with a principal amount of $600,000. Other than the transaction described above, Mr. Sansone is not a party to any other transaction, or any proposed transaction, required to be disclosed pursuant to Item 404(a) of Regulation S-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.