MOBX on Nasdaq

MOBIX LABS, INC

MOBIX LABS, INC is an American semiconductors and related devices company based in Irvine.2 Its shares trade on Nasdaq under the symbol MOBX.2

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Last updated Oct 20, 2026.

Overview

$9.9MRevenue, fiscal 20253
-$46.1MNet income, fiscal 20253

Compare with Peraso Inc., QUICKLOGIC Corp or SOLITRON DEVICES INC, or pick any stock.

  • TickerMOBX on Nasdaq2
  • IndustrySemiconductors & Related Devices2
  • HeadquartersNewark, United States2
  • Incorporated inDE4
  • Business address15420 Laguna Canyon Rd, Ste 100, Irvine, Ca 926184
  • Filer category, Emerging growth company4
  • Legal formCorporation2
  • LEI529900I3QIEZYTLZLW342
  • StatusActive2
  • LEI statusIssued and current2
  • Registered addressc/o LEGALINC CORPORATE SERVICES INC., 131 CONTINENTAL DRIVE SUITE 305, 19713 Newark, United States2
  • Registered withDivision of Corporations, Department of State, 28082132

EMI in mission critical applications, including aerospace, military, defense and healthcare.6 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

50.5%Gross margin3
-380.3%Operating margin7
-465.4%Net margin3
53.9%Revenue growth, 20253
$10.1MFree cash flow7

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Product brought in 60% of the revenue MOBIX LABS, INC broke down this way in fiscal 2025.

  1. Product$6.0M360%up 2% from 2024
  2. Service$3.9M340%up 609% from 2024
Products and services by year
Products and services20242025
Product$5.9M$6.0M
Service$552.0K$3.9M

Regions

United States brought in 92% of the revenue MOBIX LABS, INC broke down this way in fiscal 2025.

  1. United States$9.2M392%up 61% from 2024
  2. Other$760.0K38%up 67% from 2024
Regions by year
Regions20242025
United States$5.7M$9.2M
Other$455.0K$760.0K

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue10¢$4.9M
  • Research and development5¢$2.4M
  • Selling, general and admin84¢$39.6M
  • Income tax0¢$7.0K

Out of $9.9M in revenue.3 The company lost money this year.

Where each dollar of operating cash went, fiscal 2025

  • Capital spending0¢$26.0K
  • Kept or used elsewhere100¢$10.1M

Out of $10.1M of cash from operations.73

Financial statements

Revenue83$9.9M in 2025+710% since 2023
0$2.5M$5.0M$7.5M$10.0M2023: $1.2M$1.2M20232024: $6.4M$6.4M2024+426%2025: $9.9M$9.9M2025+54%
Gross profit83$5.0M in 2025
-$2.0M0$2.0M$4.0M$6.0M2023: -$396.0K-$396.0K20232024: $2.6M$2.6M20242025: $5.0M$5.0M2025+96%
Operating income987-$37.7M in 2025+2891% since 2022
-$60.0M-$40.0M-$20.0M02022: -$1.3M-$1.3M20222023: -$35.5M-$35.5M2023+2721%2024: -$46.4M-$46.4M2024+31%2025: -$37.7M-$37.7M2025−19%
Net income983-$46.1M in 2025+5844% since 2022
-$60.0M-$40.0M-$20.0M02022: -$776.1K-$776.1K20222023: -$39.6M-$39.6M2023+5005%2024: -$20.0M-$20.0M2024−49%2025: -$46.1M-$46.1M2025+130%
Fiscal year20212022202320242025
Revenue$1.2M8$6.4M3$9.9M3
Cost of revenue$1.6M8$3.9M3$4.9M3
Gross profit-$396.0K8$2.6M3$5.0M3
Research and development$11.0M8$5.8M3$2.4M3
Selling, general and admin$24.1M8$41.8M3$39.6M3
Operating income-$1.3M9-$35.5M8-$46.4M7-$37.7M7
Income before tax-$776.1K9-$39.6M8-$22.5M3-$46.1M3
Income tax$09$67.0K8-$2.4M3$7.0K3
Net income-$776.1K9-$39.6M8-$20.0M3-$46.1M3
Earnings per share-$2.718-$0.733-$1.013
Earnings per share (diluted)-$2.718-$0.753-$1.013
Shares (weighted, basic)14.6M shares828.4M shares345.5M shares3
Shares (weighted, diluted)4.8M shares914.6M shares829.5M shares345.5M shares3

Compare MOBIX LABS, INC with another company

Corporate structure

MOBIX LABS, INC sits at the top of its group. 4 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of MOBIX LABS, INC

  • ARMISTICE CAPITAL, LLC Filed SCHEDULE 13G/A on MOBIX LABS, INC, latest Feb 17, 2026 (3 filings since Nov 14, 2024)
  • Sage Hill Investors, LLC Filed SCHEDULE 13G/A on MOBIX LABS, INC, latest Jan 29, 2026 (6 filings since Jan 2, 2024)
  • Keyvan Samini Filed SCHEDULE 13D on MOBIX LABS, INC, latest Sep 19, 2025
  • Jiong Ma Filed SC 13D/A on MOBIX LABS, INC, latest Apr 29, 2024
  • Polar Asset Management Partners Inc. Filed SC 13G/A on MOBIX LABS, INC, latest Feb 9, 2024 (3 filings since Feb 7, 2022)
  • Chavant Capital Partners LLC Filed SC 13D on MOBIX LABS, INC, latest Jan 2, 2024 (3 filings since Feb 8, 2022)
  • James J. Peterson Filed SC 13D on MOBIX LABS, INC, latest Jan 2, 2024
  • D. E. SHAW & CO, L.P. Filed SC 13G/A on MOBIX LABS, INC, latest Feb 14, 2023 (2 filings since Apr 15, 2022)
  • Arena Capital Advisors, LLC- CA Filed SC 13G/A on MOBIX LABS, INC, latest Feb 13, 2023 (2 filings since Feb 14, 2022)
  • Space Summit Capital LLC Filed SC 13G/A on MOBIX LABS, INC, latest Feb 3, 2022
  • MOBIX LABS, INC Newark, Delaware, United States
    • EMI Solutions, LLC Subsidiary · Delaware, United States
    • Mobix Labs Operations, Inc. Subsidiary · Delaware, United States
    • RaGE Systems, LLC Subsidiary · Delaware, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What MOBIX LABS, INC reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$1.1M3 Sep 30, 2025$2.5M3 Sep 30, 2024−55.6%
Accumulated depreciation$794.0K3 Sep 30, 2025$1.3M3 Sep 30, 2024−41.1%
Property and equipment, net$328.0K3 Sep 30, 2025$1.2M3 Sep 30, 2024−72.1%
Operating-lease assets (leased space)$370.0K3 Sep 30, 2025$1.0M3 Sep 30, 2024−63.8%

Real estate and locations

ItemLatestA year beforeChange
Area of land19,436 sq ft8 Sep 30, 2024

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$16.1M3 Sep 30, 2025$16.1M3 Sep 30, 20240%
Intangible assets, net (excluding goodwill)$13.5M3 Sep 30, 2025$15.2M3 Sep 30, 2024−11.1%
Finite-lived intangibles, gross$17.9M3 Sep 30, 2025$18.2M3 Sep 30, 2024−1.6%
Accumulated amortization-$4.4M3 Sep 30, 2025-$3.0M3 Sep 30, 2024−46.7%
Finite-lived intangibles, net$13.5M3 Sep 30, 2025$15.2M3 Sep 30, 2024−11.1%

Inventory

ItemLatestA year beforeChange
Inventory, total$1.4M3 Sep 30, 2025$1.7M3 Sep 30, 2024−16.8%
Raw materials$999.0K3 Sep 30, 2025$1.6M3 Sep 30, 2024−35.5%
Finished goods$436.0K3 Sep 30, 2025$175.0K3 Sep 30, 2024+149.1%

Properties, in its own words

The following table lists our principal properties, each of which is leased. We believe that our current facilities are sufficient to support our operations and growth plans and that additional space, if needed, will be available on commercially reasonable terms.

Location · Use · Square footage

The rest of Item 2

Irvine, CA · Corporate headquarters · 2,713

Irvine, CA · Design, manufacturing and sales · 6,149

Lowell, MA · Design, manufacturing and sales · 7,814

Newburyport, MA · Design, manufacturing · 2,400

Item 2 of the 10-K filed Jan 13, 2026.6

Leadership

Who has led MOBIX LABS, INC, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (14)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • Executive Officer, DirectorFabian Battaglia named Apr 23, 202427
  • DirectorKurt Busch named Apr 23, 202427

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • EMI Solutions, LLC Delaware5
  • Mobix Labs Operations, Inc. Delaware5
  • RaGE Systems, LLC Delaware5

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • Chavant Capital Acquisition Corp.Apr 9, 2021 to Jan 2, 20244

Timeline

  1. Oct 9, 20268-K Regulation FD disclosure28
  2. Oct 5, 20268-K Shareholder vote29
  3. Aug 31, 20268-K Regulation FD disclosure30
  4. Aug 28, 20268-K Entered a material agreement; New debt or obligation; Unregistered sale of shares31
  5. Aug 13, 20268-K Results of operations; Regulation FD disclosure32
  6. Jul 29, 20268-K Entered a material agreement; Unregistered sale of shares33
  7. Jun 26, 20268-K Entered a material agreement; New debt or obligation; Unregistered sale of shares34
  8. Jun 10, 20268-K Other events35
  9. May 19, 20268-K Entered a material agreement; Ended a material agreement; New debt or obligation36
  10. Apr 9, 20268-K Change to shareholders' rights; Bylaws or fiscal year changed37
  11. Apr 3, 20268-K Entered a material agreement; New debt or obligation; Unregistered sale of shares38
  12. Mar 25, 20268-K Shareholder vote39
  13. May 12, 2025New chief executive Philip Sansone becomes CEO12
  14. Dec 26, 2023New chief executive Fabrizio Battaglia becomes CEO13
  15. Dec 21, 2023Founded MOBIX LABS, INC is founded2
  16. Jul 20, 2021New chief executive Jiong Ma becomes CEO14

Calendar

When it reported results

  1. Aug 13, 2026Reported quarterly or annual results32
  2. Dec 4, 2025Reported quarterly or annual results40
  3. Feb 21, 2025Reported quarterly or annual results41
  4. Dec 20, 2024Reported quarterly or annual results42
  5. Oct 21, 2024Reported quarterly or annual results43
  6. Aug 21, 2024Reported quarterly or annual results44
  7. May 14, 2024Reported quarterly or annual results45

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

394 filings to the SEC since October 2021: 5 annual reports, 16 quarterly reports, 71 major events, 110 insider forms, 23 large holders, 1 private raises, 168 other. The latest 20:

  1. Oct 13, 20264 EDGAR
  2. Oct 9, 2026DEFA14A EDGAR
  3. Oct 9, 20268-K EDGAR
  4. Oct 8, 2026144 EDGAR
  5. Oct 6, 2026424B3 EDGAR
  6. Oct 6, 2026424B3 EDGAR
  7. Oct 5, 2026424B3 EDGAR
  8. Oct 5, 2026424B3 EDGAR
  9. Oct 5, 20268-K EDGAR
  10. Sep 22, 20264 EDGAR
  11. Sep 22, 20264 EDGAR
  12. Sep 22, 20264 EDGAR
  13. Sep 22, 20264 EDGAR
  14. Sep 22, 20264 EDGAR
  15. Sep 22, 20264 EDGAR
  16. Sep 14, 2026DEF 14A EDGAR
  17. Sep 3, 2026EFFECT EDGAR
  18. Aug 31, 2026DEFA14A EDGAR
  19. Aug 31, 20268-K EDGAR
  20. Aug 28, 2026S-1 EDGAR

The 394 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

20 open-market trades by officers, directors and large owners since October 2021: 1 buys and 19 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Jul 16, 2026SANSONE PHILIPChief Executive OfficerSale9,301$1.87$17.4KForm 4
Jun 12, 2026SAMINI KEYVANPresident, CFO & DirectorSale112,110$1.98$222.0KForm 4
Jun 11, 2026SAMINI KEYVANPresident, CFO & DirectorSale3$2.14$6Form 4
Apr 30, 2026SANSONE PHILIPChief Executive OfficerSale9,541$2.35$22.4KForm 4
Feb 2, 2026SANSONE PHILIPChief Executive OfficerSale87,025$0.19$16.5KForm 4
Jan 5, 2026SAMINI KEYVANPresident, CFO & DirectorSale211,672$0.32$67.7KForm 4
Nov 21, 2025SANSONE PHILIPChief Executive OfficerSale100,044$0.41$41.0KForm 4
Nov 21, 2025ARALIS JAMESChief Technology OfficerSale22,470$0.41$9.2KForm 4
Sep 12, 2025Carpou BillDirectorSale19,953$0.94$18.8KForm 4
Aug 26, 2025ARALIS JAMESChief Technology OfficerSale18,191$0.92$16.7KForm 4
Mar 14, 2025Peterson James JDirectorSale277,285$0.90$249.6KForm 4
Mar 13, 2025Peterson James JDirectorSale15,803$1.00$15.8KForm 4
Mar 11, 2025Peterson James JDirectorSale394$1.04$410Form 4
Mar 7, 2025Peterson James JDirectorSale146,732$1.04$152.6KForm 4
Mar 6, 2025Peterson James JDirectorSale2,401$1.08$2.6KForm 4
Mar 5, 2025Peterson James JDirectorSale19,088$1.07$20.4KForm 4
Feb 21, 2025Goerner Frederick CDirectorSale5,020$1.35$6.8KForm 4
Feb 20, 2025Goerner Frederick CDirectorSale1,328$1.35$1.8KForm 4
Feb 19, 2025Goerner Frederick CDirectorSale1,928$1.35$2.6KForm 4
Dec 21, 2023Chavant Capital Partners LLC10% ownerBuy199,737$10.00$2.0MForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Keyvan Samini$309.0K$5.7M56
2025Fabrizio Battaglia$202.4K$5.5M56
2025Philip Sansone$266.9K$2.0M56
2025James Aralis$74.0K$154.0K56
2024Co-FounderFormer Chief Executive Officer and Former Director$509.0K$1.3M56
2024Chief Technology Officer$161.0K$172.2K56

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Apr 23, 2024Filed a private offering of equity Form D: $100 million offered in all Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Vanguard Capital Management LLC459,158$964.2K0.0%New
Vanguard Capital Wealth Advisors203,774$427.9K0.3%New
Jane Street Group, LLC160,720$337.5K0.0%New
Geode Capital Management, LLC111,880$235.0K0.0%New
UBS Group AG92,934$195.2K0.0%New
Corient Private Wealth LP88,209$185.2K0.0%New
Alessandra Capital Management, LLC68,789$144.5K0.1%New
Vanguard Fiduciary Trust Co52,049$109.3K0.0%New
BlackRock, Inc.34,045$71.5K0.0%New
Bank Of America Corp /de/25,231$53.0K0.0%New
Northern Trust Corp19,373$40.7K0.0%New
Mariner, LLC15,527$32.6K0.0%New
Krilogy Financial LLC10,201$21.4K0.0%New
MassMutual Private Wealth & Trust, FSB1,700$3.6K0.0%New
SBI Securities Co., Ltd.698$1.5K0.0%−1,856
Allworth Financial LP555$1.2K0.0%New
Harbour Investments, Inc.464$9740.0%−3,336
Barclays PLC217$4560.0%New
Wells Fargo & Company/mn150$3150.0%New
Arax Advisory Partners52$1090.0%New
Virtu Financial LLC33,072$690.0%New
Hm Payson & Co20$420.0%New
Citigroup Inc17$360.0%New
Wolverine Asset Management LLC1$20.0%New

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How MOBIX LABS, INC is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARMOBIX LABS, INC1
  • CIK0001855467
  • Employer ID (EIN)98-15917176
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; a shell company6
  • Incorporated inDelaware6
  • Fiscal year endsSeptember 301
  • Industry code (SIC)3674 Semiconductors & Related Devices1
  • SEC reviewing officeOffice of Manufacturing, Division of Corporation Finance1
  • Business address15420 Laguna Canyon Rd, Ste 100, Irvine, CA 926181
  • Phone(949) 808-88881
  • Shares outstanding64,308,034 Common Class A shares; 2,004,901 Common Class B shares as of Nov 30, 20256
  • Public float$30.5M as of Mar 31, 20256
  • AuditorPricewaterhouseCoopers LLP, Irvine, California PCAOB ID 238; no auditor attestation of internal control over financial reporting6
  • On EDGAR sinceApr 9, 20211
  • Filings416 in all: 4 (91), 8-K (71), 424B3 (37), 3 (18), 10-Q (17), CORRESP (17), 425 (14), UPLOAD (13)1
    All 46 form types

    EFFECT (12), 144 (11), 4/A (10), S-1 (9), S-1/A (9), DEF 14A (8), PRE 14A (7), SC 13G (7), DEFA14A (6), NT 10-Q (6), SC 13G/A (6), SCHEDULE 13G/A (6), 424B5 (5), 10-K (4), 8-K/A (3), S-4/A (3), S-8 (3), SC 13D (2), SC TO-C (2), 10-K/A (1), 25-NSE (1), 424B4 (1), 8-A12B (1), ARS (1), CERT (1), D (1), DFAN14A (1), DRS (1), NT 10-K (1), POS AM (1), PRER14A (1), S-3 (1), S-4 (1), S-4MEF (1), SC 13D/A (1), SCHEDULE 13D (1), SCHEDULE 13G (1), SD (1)

  • Latest filingsAnnual report (10-K) Jan 13, 2026
    Quarterly report (10-Q) Aug 18, 2026
    Proxy statement (DEF 14A) Sep 14, 2026
    Latest 8-K (8-K) Oct 9, 2026

Securities registered for trading

ClassSymbolExchange
Class A Common Stock, par value $0.00001 per shareMOBXNasdaq
Redeemable warrants, each warrant exercisable for one share of Class A Common StockMOBXWNasdaq

From the cover page of the 10-K filed Jan 13, 2026 (Section 12(b) of the Exchange Act).6

Risk factors and legal proceedings

The risks MOBIX LABS, INC names in Item 1A of its 10-K filed Jan 13, 2026: 47 risks under these headings, as written.6

  • Risks Related to Our Business and Industry
  • We are an early-stage company, and it remains difficult to evaluate our future prospects and the risks and challenges we may encounter.
  • We cannot predict whether we will succeed in maintaining revenue growth, or when we will be able to generate income from operations.
  • We have incurred losses in the operation of our business and anticipate that our expenses will increase, potentially leading to continued losses from operations in the near future. Moreover, we may not be able to achieve or generate sufficient income from operations to sustain ourselves.
  • We cannot assure you that we will achieve or maintain profitability or that we will be able to continue as a going concern.
  • We will need to raise additional capital in the future to fund our operations and execute our business plan, which may not be available on terms acceptable to us, or at all. Any fundraising involving the sale and issuance of equity securities can substantially dilute existing stockholders.
  • We may fail to successfully acquire or integrate new businesses, products, and technology, and we may not realize expected benefits, resulting in harm to the business.
  • If our customers are unable to achieve widespread market acceptance of their products which incorporate our products, we may not be able to generate the revenue necessary to support our business.
  • Our customers generally require our products to undergo a lengthy qualification process, which does not assure product sales. If we are unsuccessful or delayed in qualifying these products with a customer, our business and operating results may suffer.
  • Markets for mmWave wireless semiconductor products are still developing and may not develop at the speed and scale as expected.
  • If we are unable to execute our growth strategies effectively, our business may be materially and adversely affected.
  • The markets for our semiconductor products and solutions are highly competitive, and some market participants have substantially greater resources. We compete against both established competitors and new market entrants with respect to, among other things, cost, technology, and engineering resources.
The other 36 risks
  • Our interconnect products are also subject to intense competition.
  • Our future success will greatly depend on our ability to successfully introduce new products and solutions for our markets that meet the needs of our customers.
  • The consolidation of our customers may adversely affect our financial results.
  • We generate a substantial portion of our revenues from one customer and expect that we will generate revenue from a limited number of customers in the near future; and the loss of any key customer could have a material adverse effect on our business.
  • We generally do not obtain long-term purchase commitments, and although most of our customer orders are non-cancellable, some customers may choose to unilaterally cancel their purchase order which may adversely impact our revenue and operating results.
  • Defects in our products or poor design and engineering solutions could result in lost sales and subject us to substantial liability.
  • We depend on third-party suppliers for many of the components used in our products, and in the event of a disruption in our supply chain, any efforts to develop alternative supply sources may take longer to take effect than anticipated.
  • Inflation and unfavorable global economic conditions could adversely affect our business, financial condition or results of operations.
  • If we are unable to manage expected growth in the scale and complexity of our operations, our performance may suffer.
  • Our failure to comply with the laws and regulations to which we are subject could have a material adverse effect on our business, prospects, financial condition and results of operations.
  • Changes to trade policy, tariffs and import/export regulations may have a material adverse effect on our business, financial condition and results of operations.
  • Our future success depends on our ability to retain key employees, and to attract, retain and motivate qualified personnel.
  • We are dependent upon our officers and directors, and their loss could adversely affect our ability to operate.
  • We identified material weaknesses in our internal control over financial reporting. If we are unable to maintain effective internal control over financial reporting, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and share price.
  • Our business could suffer in the event of a security breach involving our IT systems, intellectual property or other proprietary or confidential information.
  • Instituting and defending against intellectual property or other types of litigation and administrative proceedings could cause us to spend substantial resources, distract our personnel from their normal responsibilities, and have uncertain outcomes.
  • Some of our potential customers, including those in the military and aerospace industries, may require us to comply with additional regulatory requirements, which will increase our compliance costs.
  • We could be adversely affected by violations of applicable anti-corruption laws or violations of our internal policies designed to ensure ethical business practices.
  • Our intellectual property applications, including patent and trademark applications, may not be issued or granted or may take longer than expected to result in an issuance or grant, which may have a material adverse effect on our ability to enforce our intellectual property rights.
  • We depend on our intellectual property, and our failure to protect that intellectual property could adversely affect our business.
  • We are subject to state, federal and international privacy and data protection laws and regulations. Our failure to comply with these laws and regulations could have an adverse effect on our business, prospects, financial condition and results of operations.
  • We are subject to, and must remain in compliance with, numerous laws and governmental regulations across various jurisdictions concerning the development and sale of our products, including engagement of employees and contractors.
  • Risks Related to Ownership of Our Securities
  • In the event that we are unable to regain compliance with Nasdaq’s continued listing standards, Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
  • The market price of our securities is volatile.
  • If equity research analysts do not publish research or reports, or if they publish unfavorable research or reports about our company, our stock price and trading volume could decline.
  • We are subject to changing laws and regulations regarding corporate governance and public disclosure that have increased both our costs and the risk of non-compliance and may adversely affect our business, and our results of operations.
  • The dual class structure of our Common Stock has the effect of concentrating voting control with the holders of our Class B Common Stock, most of whom are our directors or management; this may limit your ability to influence corporate matters.
  • We may become subject to securities or class action litigation, which is expensive and could divert management’s attention.
  • We are an “emerging growth company” and a “smaller reporting company,” and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, our securities could be less attractive to investors.
  • Because we do not anticipate paying any cash dividends on our Class A Common Stock in the foreseeable future, capital appreciation, if any, will be your sole source of gains and you may never receive a return on your investment.
  • Future sales of our Class A Common Stock may cause the market price of our Class A Common Stock to drop significantly, even if our business is doing well.
  • The outstanding warrants are exercisable for Class A Common Stock, and, if exercised, would increase the number of shares eligible for future resale in the public market and would result in dilution to our stockholders.
  • Our Charter and Bylaws provide for an exclusive forum in the Court of Chancery of the State of Delaware for certain disputes between us and our stockholders, and that the federal district courts of the United States will be the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act.
  • Delaware law and provisions in the Charter and the Bylaws could make a takeover proposal more difficult.
  • We may redeem your unexpired Public Warrants prior to their exercise at a time that is disadvantageous to you, thereby rendering your warrants worthless.
  • We may amend the terms of the Public Warrants in a manner that may be adverse to warrant holders. As a result, the exercise price of your Public Warrants could be increased, the Public Warrants could be converted into cash or stock (at a ratio different than initially provided), the exercise period could be shortened, and the number of shares of Class A Common Stock purchasable upon exercise of a Public Warrant could be decreased, all without the approval of a warrant holder.

Legal proceedings

From time to time, we have been, and may continue to be, subject to various claims, lawsuits and other legal and administrative proceedings that arise in the ordinary course of business. Some of these claims, lawsuits and other proceedings may range in complexity and result in substantial uncertainty, damages, fines, penalties, non-monetary sanctions or other relief. However, we do not believe any such claims, lawsuits, or proceedings currently pending, individually or in the aggregate, would be material to our business or likely to result in a material adverse effect on our future operating results, financial condition or cash flows.

The opening of Item 3, Legal Proceedings.6

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