MOBX 10-K & 10-Q changes, risk factors and insider trading

WeSince have been focused on developing semiconductor products since our inception in 2020.2020, Ourwe recenthave invested a significant amount of time and expense into the design and development of technology for our current and anticipated future products, including mmWave wireless technology. We have also grown through acquisitions of other businesses, including our fiscal year 2024 acquisitions of RaGE Systems and EMI Solutions haveSolutions, which expanded our operations to the aerospace, military, defense, medical and other markets. However, it remains difficult to evaluate our future prospects and the risks and challenges we may encounter. Risks and challenges we have faced or expect to face include, but are not limited to, our ability to:

We believe that there is substantial doubt concerning our ability to continue as a going concern as we currently do not have adequate liquidity to meet our operating needs and satisfy our obligations beyondfor at least the next approximatelytwelve ninety days.months. We will need to raise additional working capital to continue our normal and planned operations. We will need to generate and sustain significant revenue levels in future periods in order to become profitable, and, even if we do, we may not be able to maintain or increase our level of profitability. In addition, as a public company, we will continue to incur increased accounting, legal, and other expenses which make it necessary for us to continue to raise additional working capital. Our efforts to grow our business may be costlier than expected, and we may not be able to generate sufficient revenue to offset our increased operating expenses. We may incur significant losses in the future for a number of reasons, including unforeseen expenses, difficulties, complications, delays, and other unknown events. Accordingly, substantial doubt exists about our ability to continue as a going concern, and we cannot assure you that we will achieve sustainable operating profits as we continue to expand our business and otherwise implement our growth initiatives and strategies.

The financial statements included in this Annual Report on Form 10-Kherein have been prepared on a going concern basis. We may not be able to generate profitable operations in the future and/or obtain the necessary financing to meet our obligations and pay liabilities arising from normal business operations when they come due. The outcome of these matters cannot be predicted with any certainty at this time. These factors raise substantial doubt that we will be able to continue as a going concern. We plan to continue to provide for our capital needs through sales of our securities, issuance of debt, and/or related party advances. Our financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should we be unable to continue as a going concern.

If we are unable to achieve or maintain market acceptance of itsour products, and if our products do not win widespread market acceptance, our business may be significantly harmed.

Markets for ourmmWave 5Gwireless semiconductor products are still developing and may not develop at the speed and scale as expected.

The markets for our products designed for themmWave 5Gwireless networkcommunication are relatively new and still developing, which makes our business and future prospects difficult to evaluate, and thus the estimates and forecasts of total addressable market and serviceable addressable market are subject to significant uncertainty. We and our customers are pursuing opportunities in markets that are undergoing rapid changes, including technological and regulatory changes, and it is difficult to predict the timing and size of the opportunities. Many of the wireless and wired applications we and our customers are working towards commercializing require complex technology and are subject to uncertainties with respect to, among other things, the heavy capital investment required to commercialize those applications, the competitive landscape, the rate of consumer acceptance and the impact of current or future regulations. Regulatory, safety or reliability developments, developments, many of which are outside of our and our customers’ control, could also cause delays or otherwise impair commercial adoption of new technologies and solutions, which may adversely affect our growth.

As we develop ourmmWave 5Gwireless semiconductor products, we face the risk that potential customers may not value or be willing to bear the cost of incorporating our products into their product offerings, particularly if they believe their customers are satisfied with prior offerings. If we are unable to sell our 5GmmWave semiconductor products we seek to develop, and newsubsequent generations of such products, the growth prospects of our 5GmmWave wireless semiconductor products may would be negatively affected.

The markets for semiconductor products and solutions are highly competitive. Our future success in commercializing ourany semiconductor products and solutions we develop will depend on whether we can deliver the technology, products, and solutions solving our target customers’ engineering engineering challenges and continue to develop semiconductor products and solutions in a timely manner. Additionally, it will depend on whether we can staysuccessfully aheadcompete ofwith existing and new competitors. Some of our existing competitors and potential new competitors have longer operating histories, greater name recognition, more established customer bases,bases and significantly greater financial, technical, research and development, marketing, marketing, and other resources than we do. In some cases, our competitors may be better positioned to initiate or withstand substantial price competition. If we are not able to maintain favorable pricing for our products and solutions, our profit margin and profitability could suffer. Certain competitors may be better positioned to acquire competitive solutions and take advantage of acquisition or other similar expansion opportunities. Increased competition may result in pricing pressure and reduced margins, impeding our ability to increase the sales of our products or causing us to lose market share. Any of these outcomes will adversely affect our business, results of operations, and financial condition.

The markets for our non-wireless and connectivityinterconnect products and solutions are competitive and fragmented and are subject to changing technology and shifting customer needs. A number of vendors produce and market products and services that compete to varying extents with our offerings, both in terms of performance and weprice. We expect this competition to continue and intensify. Moreover, the rapid rate of technological changechanges affecting the connectivitymarkets marketfor our interconnect products could increase the chances that we will face competition from new products or servicesservice designedofferings byfrom companiesboth withexisting and whomnew we do not currently compete.competitors.

The consolidation or vertical integration of our customers may adversely affect our financial results.

Our industry is characterized by the high costs associated with developing marketable semiconductor products and solutions as well as high levels of investment in production capabilities. As a result, the semiconductor industry hasand the markets we serve have experienced, and may continue to experience, significant consolidation among companiesour andcompetitors vertical integration amongor customers. Larger competitors resulting from consolidations may have certain advantages over us, including, but not limited to, substantially greater financial and other resources with which to withstand withstand adverse economic or market conditions and pursue development, engineering, manufacturing, marketing, and distribution of their products; longer operating histories; presence in key markets; patent protection; and greater name recognition. In addition, we may be at a competitive disadvantage to our peers if we fail to identify attractive opportunities to acquire companies to expand our business. Consolidation Consolidation among our competitors and integration among ouror customers could erode our market share, negatively impact our capacity to compete and require us to restructure our operations, any of which could have a material adverse effect on our business.

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 itsour business.

Our primary customers are organizations that sell product solutions for defense, aerospace, military,commercial, defense, healthcare,industrial and professional audio videoother applications. We have also engaged with several OEMs and ODMs in an effort to secure them as customers for our mmWave 5G ICs when the products are available for sale. If they do purchase our mmWave 5G ICs, we expect them to purchase these products on a purchase order basis when we complete development and commence sales, which is customary in the semiconductor industry.

We depend on third-party offshore manufacturerssuppliers for producing severalmany 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.

We currently rely on offshorethird manufacturersparty tosuppliers, produceincluding severalsuppliers outside the United States, for many of the components and materials used in our products. We cannot be sure that these manufacturerssuppliers will remain in business, or that they will not be purchased by one of our competitors.business. Our reliance on offshore manufacturerssuppliers subjects us to a number number of risks that include, among other things:

Furthermore, sustained uncertainty about, or worsening of, geopolitical tensions, including further escalation of the war between Russia and Ukraine, further escalation of the conflict between the State of Israel and Hamas, as well as further escalation of tensions between the State of Israel and various countries in the Middle East and North Africa, could result in a global economic slowdown and long-term changes to global trade. Any or all of these factors could negatively affect our business, results of operations, financial condition and growth.

If we are successful in executing our business strategy, we will need to expand our managerial, operational, financial, and other systems and resources to manage our operations, continue our research and development activities, and, in the longer term, build a commercial infrastructure to support the commercialization of any of our products. Future growth would impose significant added responsibilities on members of our management. It is likely that ourOur management, finance, development personnel, systems, and facilities currently in place may not be adequate to support this future growth. We need to effectively manage our operations, growth, and controls, and we continue to develop more robust business processes and improve our systems and procedures in each of these areas and to attract and retain enough numbers of talented employees. We may be unable to successfully implement these tasks on a larger scale, and, accordingly, may not achieve our growth goals.

Changes in global political, regulatory, and economic conditions or in laws and policies governing foreign trade, manufacturing, development, and investment in the territories or countries where we may purchase, manufacture, or sell our products or conduct our business could adversely affect our business. In recent years, the United States has instituted or proposed changes in trade policies that include export control restrictions, the negotiation or termination of trade agreements, the imposition of higher tariffs on imports into the United States, increased economic sanctions on individuals, corporations, or countries, and other government regulations affecting trade between the United States and other countries where we conduct our business or plan to conduct business, including China, where we source materials for our connectivity products and package and test our semiconductor products.business. A number of other nations have proposed or instituted similar measures directed at trade with the United States in response. As a result of these developments, there may be greater restrictions and economic disincentives on international trade that could adversely affect our business. It may be time-consuming and expensive for us to alter our business operations to adapt to or comply with any such changes, and any failure to do so could have a material adverse effect on our business, financial condition, and results of operations.

We identified material weaknesses in our internal control over financial reporting. If we are unable to remediate these material weaknesses, or if we identify additional material weaknesses in the future or otherwise continue to fail to maintain effective internal control over over financial reporting, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely adversely affect our business and share price.

These material weaknesses resulted in adjustments to revenue, accrued expenses, general and administrative expenses, inventory, costs of products products sold, the accounting for and classification of redeemable convertible preferred stock, founders preferred and common stock, stock-based stock-based compensation expense, other current assets, income tax expense and deferred tax liabilities, as well as the purchase price allocation for the business combination, as of and for the years ended September 30, 2022 and 2021; and, adjustments to stock-based compensation expense, accrued expenses, other current liabilities and the PIPE make-whole liability, as well as the purchase price allocations for our business combinations as of and for the interim periods ended December 31, 2023 and June 30, 2024, and as of and for the year ended September 30, 2024; and, an adjustment to the number of shares of our Class B Common Stock reported as issued and outstanding as of June 30, 2024.2025.

We rely on the efficient and uninterrupted operation of complex information technology applications, systems, and networks to conduct our business. The reliability and security of our information technology infrastructure and software, as well as our ability to expand and continually update technologies in response to changing needs, are critical to our operations. Any significant interruption in these applications, systems, or networks —- such as new system implementations, computer viruses, cyberattacks, security breaches, facility issues, or energy blackouts —- could result in misappropriation of our intellectual property or other proprietary or confidential information information and could have a material adverse impact on our business, financial condition, and results of operations.

In the event that we are unable to remain inregain compliance with Nasdaq’s continued listing standards, Nasdaq may delist our securities from 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 may beis volatile.

The tradingmarket price of our securities ishas volatilebeen and subjectmay continue to widebe fluctuationsvolatile. The price of our securities may fluctuate significantly in response to variousa number of factors, somemany of which are beyond outside our control.control, Priceand investors in our securities may experience decreases in the value of those securities, including decreases unrelated to our operating performance. In addition, price volatility may be greater if the public float and/or trading volume of theour Class A Common Stock is low.

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 willmay limit or preclude your ability to influence corporate matters.

Our Class B Common Stock has ten votes per share and Class A Common Stock has one vote per share. Stockholders who hold shares of Class B Common Stock, including certain of our executive officers and directors and their affiliates, together hold a substantial majorityportion of the voting power of our outstanding capital stock. Because of the ten-to-one voting ratio between the Class B Common Stock and the Class A Common Stock, the holders of Class B Common Stock collectively control a majoritysubstantial portion of the combined voting power of the Common Stock Stock and therefore aremay be able to controlsignificantly allinfluence matters submitted to our stockholders for approval. This concentrated control willmay limit or preclude yourthe ability of holders of our Class A Common Stock to influence corporate matters for the foreseeable future.matters.

Transfers by holders of Class B Common Stock will generally result in those shares automatically converting to Class A Common Stock, subject to limited exceptions, such as certain transfers effected for estate planning or charitable purposes. The conversion of Class B Common Stock to Class A Common Stock will have the effect, over time, of increasing the relative voting power of those holders of Class B Common Stock who retain their shares of Class B Common Stock until the automatic conversion of the outstanding shares of Class B Common Stock into shares of Class A Common Stock after the seventh anniversary ofon December 21, 2023.2030.

Sales of a substantial number of shares of our Class A Common Stock in the public market, or the perception that such sales could occur, could adversely affect the market price of our Class A Common Stock and may make it more difficult for investors to sell their shares of our Class A Common Stock at a time and price that investors deem appropriate. In October 2025, we entered into an At The Market Offering Agreement with Roth Capital Partners, LLC (“Manager”) under which we may offer and sell, from time to time at our sole discretion, up to $15.8 million in shares of our Class A Common Stock through the Manager acting in its capacity as our sales agent.

On April 15,16, 2024,2024 and March 28, 2025, we filed a registration statementstatements on Form S-8 under the Securities Act with the SEC to register shares of our Class A Common Stock that may be issued under our equity incentive plans from time to time, as well as any shares of our Class A Common Stock underlying outstanding options and restricted stock units (“RSUs”) that have been granted or promised to our directors, executive officers and other employees, all of which are subject to time-based vesting conditions. Shares registered under these registration statements will be available for sale in the public market upon issuance subject to vesting arrangements and exercise of options, as well as Rule 144 in the case of our affiliates.

Our Certificate of Incorporation as amended (the “Charter”) and Bylaws provide, that: (i) unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if such court does not have subject matter jurisdiction thereof, another state or federal court located within the State of Delaware) will, to the fullest extent permitted by law, be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of us, (b) any action asserting a claim of breach of fiduciary duty owed by any director, officer or employee of us to us or the stockholders, (c) any civil action to interpret, apply or enforce any provision of the Delaware General Corporation Law, (d) any civil action to interpret, apply, enforce or determine the validity of the provisions of the Charter or the Bylaws or (e) any action asserting a claim governed by the internal affairs doctrine, in all cases, subject to the court having personal jurisdiction over the indispensable parties named as defendants, provided, however, that the foregoing would not apply to any causes of action arising under the Securities Act or the Exchange Act; (ii) unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States will, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, and the rules and regulations promulgated thereunder, provided, however, that the foregoing will not apply to any action asserting claims under the Exchange Act; (iii) any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of us will be deemed to have notice of and consented to these provisions; and (iv) failure to enforce the foregoing provisions would cause us irreparable harm, and it would be entitled to equitable relief, including injunctive relief and specific performance, to enforce the foregoing provisions. Nothing in our Charter or Bylaws precludes stockholders that assert claims under the Exchange Act from bringing such claims in federal court to the extent that the Exchange Act confers exclusive federal jurisdiction over such claims, subject to applicable law. The choice of forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our current or former director, officer or other employee, which may discourage such claims.

BasedWe indesign, Irvine, California, Mobix Labs designs, developsdevelop and sellssell components and systems for advanced wireless and wired connectivity, radio frequency (“RF”), switching and electromagnetic interference (“EMI”) filtering technologies. Our solutions are used in the consumer commercial, industrial, automotive, medical,defense, aerospace, defensecommercial, industrial and other markets. To enhance our product portfolio, we also intend to pursue acquisitions of companies with existing revenue which can be scaled, and which possess technologies that accelerate the speed, accessibility, and efficiency of disruptive or more efficient communications solutions, and which will also allow us to expand into strategically aligned industries. Our wireless systems solutions include products for advanced RF and millimeter wave (“mmWave”) 5G communications, mmWave imaging, software defined radio and custom RF integrated circuits (“ICs”) targeting the commercial, industrial,defense, aerospace, commercial and defense and aerospaceindustrial sectors. Our interconnect products, including EMI filter inserts and filtered and non-filtered connectors, are designed for and are currently used in aerospace, military, defense and medical applications. Our True Xero active optical cables (“AOCs”) are designed to meet customer needs for high-quality active optical cable solutions at an affordable price. These innovative technologies are designed for large and rapidly growing markets where there is increasing demand for higher performance communication and filtering systems which utilize an expanding mix of both wireless and connectivity technologies.

We were founded with the goal of simplifying the development and maximizing the performance of wireless mmWave 5Gwireless products by designing and and developing high performance,performance cost-effective and ultra-compact semiconductor components andsystem-level solutions used for signal processing applications in wireless products. Since our inception, our corporate strategy has evolved to encompass the pursuit of acquisitions inserving diverse industry sectors, including aerospace, military, defense, medical and high reliability (“HiRel”) technology, as part of our commitment to enhancing communication services. We have developed and/or acquired an extensive intellectual property (“IP”) portfolio comprised of patents and trade secrets that are critical to commercializing our communication products and communications technologies. In leveraging our proprietary technology, we aim to scale the growth of revenue for our products by serving large and rapidly growing markets where we believe there are increasing demands for higher performance communication technologies, including both wireless and wired connectivity systems. We are actively pursuing customer engagements with manufacturers of wireless communications, aerospace, military, defense, medical and HiRel products.

We derive our net revenue primarily from product sales to equipment manufacturers. We recognize product revenue when we satisfy performance obligations under the terms of our contracts and upon transfer of control when title transfers (either upon shipment to or receipt by the customer, as determined by the contractual shipping terms of the contract), net of accruals for estimated sales returns and allowances (which were not material for the years ended September 30, 20242025 and 20232024). Sales and other taxes we collect, if any, are excluded from net revenue. We account for allinclude shipping and handling fees we bill to customers as fulfillmentpart activitiesof net revenue. We include shipping and we recognize shipping revenue and any relatedhandling costs concurrentlyassociated with theoutbound relatedfreight in cost of product revenues. Our net revenue fluctuates based on a variety of factors, including the timing of the receipt of orders from our customers, product mix, competition, global economic conditions, and other factors.revenue.

OurServices net revenue was $6,442$3,916 for the year ended September 30, 20242025 compared to $1,224$552 for the year ended September 30, 2023,2024, an increase of $3,364 $5,218 or 426%.609%. The increase principally reflects the additioninclusion of salesservices ofrevenues ourfor interconnectwireless products,systems which we acquiredsolutions in our Decembernet revenue for all 2023 acquisition of EMIfiscal Solutions,year and2025. We acquired our wireless systems solutions, which we acquiredsolutions in our May 2024 acquisition of RaGE Systems. For the year ended September 30, 2024, these products are only included in our net revenues from the date of the acquisition.

Cost of product revenue includes costsconsists of materials, direct labor, contract manufacturing services for the assembly, testing and shipping products,services, inbound freight, amortization of acquired developed technology, inventory obsolescence charges and other product-related costs. Cost of product revenue also includes overhead costs for employee compensation and benefits (including stock-based compensation) of employees engaged in engineering services or the manufacture or sourcing of products, including facility costs and depreciation.

Cost of product revenue was $3,890$3,563 for the year ended September 30, 20242025 compared to $1,620$3,752 for the year ended September 30, 2023,2024, ana increasedecrease of of $2,270$189 or 140%.5%. The change principally reflects thea additionshift ofin salesproduct ofmix toward our interconnect products and wireless systems solutions asand lower sales of active discussedoptical above.cables.

Research and development expenses were $2,419 for the year ended September 30, 2025 compared to $5,779 for the year ended September 30, 2024 compared to $11,044 for the year ended September 30, 2023,2024, a decrease of $5,265$3,360 or 48%.58%. The decrease principally reflects lower employee compensation and benefits, lower costs for outside services and lower stock-based compensation expense resulting from the headcount reductions and other cost reduction actions we initiatedcompleted during the fourthfirst quartersix months of our fiscal year ended September 30, 2023.2024. The decrease also reflects lower write-offs of tooling for the year ended September 30, 2025 compared to the prior year. These decreases were partlyslightly offset by the addition ofincreased research and development costs expensesin ofEMI theSolutions businessesand RaGE Systems, which we acquired during fiscalthe year ended September 30, 2024.

Selling, general and administrative expenses were $41,835$39,556 for the year ended September 30, 20242025 compared to $24,104$41,835 for the year ended September 30, 2023,2024, ana increasedecrease of $17,731$2,279 or 74%.5%. The increasedecrease principally reflects higher stock-based compensation expense and increasedlower costs for outside servicesservices, lower costs for compensation and benefits and insurance.lower The increase also reflects the addition of selling, general and administrative expenses of the businesses we acquired during fiscal 2024 and a $2,985 chargecosts for estimated amounts payable under the RaGE Earnout in connection with our acquisition of RaGE Systems. These decreases were partially offset by higher stock-based compensation expense and the addition of selling, general and administrative expenses of the businesses we acquired during fiscal 2024.

Interest expense consists of cash and non-cash interest on our related and unrelated party promissory notes,notes and notes payable and convertible notes.payable.

Interest expense was $2,325 for the year ended September 30, 2025 compared to $1,582 for the year ended September 30, 20242024, comparedan toincrease $3,355of for$743 or 47%. The increase principally reflects higher outstanding borrowings and higher interest rates on borrowings outstanding during the year ended September 30, 2023, a decrease of $1,773 or 53%. The decrease principally reflects higher costs during the year ended September 30, 2023 for the value of warrants to purchase shares of our common stock that we issued in connection with borrowings.2025.

We estimated the fair value of the earnout liability as of the Closing of the Merger at $33,559. As of September 30, 2025 and 2024, none of the conditions for the issuance of any Earnout Shares had been achieved and we adjusted the carrying amount of the earnout liability to its estimated fair value of $1,680.$1,240 and $1,680, respectively. As a result of the decreasedecreases in the liability subsequent to the Closing we recognized a non-cash gain of $31,879 for the year ended September 30, 2024. The decrease in the estimated fair value of the earnoutliability, liabilitywhich was principally due towere primarily the decrease result of decreases in the price of our Class A Common Stock betweensubsequent to the ClosingClosing, we recognized non-cash gains of $440 and $31,879 for the years ended September 30, 2024.2025 and 2024, respectively.

For the year ended September 30, 2024, private placementfinancing costs expensed of $2,894 consisted of the excess of the fair value of warrants issued in the Private Placement over the gross proceeds received, the fair value of the Placement Agent Warrants issued and the cash fees paid to the placement agent. We did not recognize any private placement costs during the year ended September 30, 2023.

For the year ended September 30, 2024,2025, other non-operating losses, net of $282$84 principally consisted of commitmentnet losses on the settlement of notes payable and other fees of $1,577 incurred under the committed equity facility, offset by net non-cash gains of $1,415 resulting from the changeliabilities in the fair value of liability-classified warrants to purchase shares of our Class A Common Stock. We did not recognize any other non-operating losses, net during the year ended September 30, 2023.

In addition to the information set forth in this Form 10-Q, you should carefully consider the risk factors disclosed in ourthe Annual ReportCompany’s on Form 10-K for the fiscal year ended September 30, 2025.2025 and the Company’s Form 10-Q for the quarterly period ended March 31, 2026. The information presented below updates, and should be read in conjunction with, the risk factors and information disclosed in our Annual Report on Form 10-K.10-K Exceptand asthose set forth below, there have been no material changes to theadditional risk factors disclosedin inour Form 10-Q for the Formperiod 10-K.ended March 31, 2026.

WeOur design, develop and sell components and systems for advanced wireless and wired connectivity, radio frequency (“RF”), switching and electromagnetic interference (“EMI”) filtering technologies. Our solutions are used in the defense, aerospace, commercial, industrial and other markets. To enhance our product portfolio, we also intend to pursue acquisitions of companies with existing revenue which can be scaled, and which possess technologies that accelerate the speed, accessibility, and efficiency of disruptive or more efficient communications solutions, and which will also allow us to expand into strategically aligned industries. Our wireless systems solutions include products for advanced RF and millimeter wave (“mmWave”) 5G communications, mmWave imaging, software defined radio and custom RF integrated circuits (“ICs”) targeting the defense, aerospace, commercial and industrial sectors. Our interconnect products, including EMI filter inserts and filtered and non-filtered connectors, are designed for and are currently used in aerospace, military, defense and medical applications. These innovative technologies are designed for large and rapidly growing markets where there is increasing demand for higher performance communication and filtering systems which utilize an expanding mix of both wireless and connectivity technologies. Our Class A Common Stock and our public warrants are traded on the Nasdaq Capital Market under the symbols “MOBX” and “MOBXW,” respectively.

We were founded with the goal of simplifying the development and maximizing the performance of mmWave wireless products by designing and developing high performance system-level solutions used for signal processing applications in wireless products. Since our inception, our corporate strategy has evolved to encompass the pursuit of acquisitions serving diverse industry sectors, including aerospace, military, defense, medical and high reliability (“HiRel”) technology, as part of our commitment to enhancing communication services. We have developed and/or acquired an extensive intellectual property portfolio comprised of patents and trade secrets that are critical to commercializing our communication products and communications technologies. In leveraging our proprietary technology, we aim to scale the growth of revenue for our products by serving large and rapidly growing markets where we believe there are increasing demands for higher performance communication technologies, including both wireless and wired connectivity systems. We are actively pursuing customer engagements with manufacturers of wireless communications, aerospace, military, defense, medical and HiRel products. Our NSM Initiative extends this strategy to the broader national security priorities described above.

On May 19, 2026, we entered into a Securities Purchase Agreement (the “Kips Purchase Agreement”) with Kips Bay Select, LP (“Kips”), pursuant to which which we agreed to sellsold to Kips (i) 2,000 shares of Series A 10% Convertible Preferred Stock (the “Preferred Shares”) for an aggregate grosspurchase proceedsprice of $2,000, reflecting an aggregate stated value of $2,400, and (ii) a Preferred Stock Purchase Warrant (the “Preferred Warrant”) to purchase up to an additional 6,000 shares of Series A 10% Convertible Preferred Stock at an exercise price of $1,000 $1,000.00 per share.share, for net proceeds to us of $1,975. Dividends are payable in cash, or at our option, shares of Series A 10% Convertible Preferred Shares. Stock. The Preferred Shares and any shares issued upon exercise of the Preferred Warrant are convertible into shares of our Class A Common Stock in accordance with the terms of the Certificate of Designation of Preferences, Rights and Limitations of Series A 10% Convertible Preferred Stock (the “CODCertificate of Designation”). In connection with the transaction, on May 19, 2026, we also entered into a Registration Rights Agreement with Kips (the “Registration Rights Agreement”) pursuant to which we agreed to register the resale of shares of Class A Common Stock issuable upon conversion of the Preferred Shares and upon exercise of the Preferred Warrant.

During the sixnine months ended MarchJune 31,30, 2026, we settled the remaining outstanding indebtedness under the arrangement. In connection with the settlement, indebtedness of $232, consisting of principal of $140 and accrued interest of $92, was settled through the issuance or delivery of 169,375 shares of the Company’s Class A Common Stock. Based on the fair value of the shares issued or delivered at the time of settlement of $376, or $2.22 per share, we recognized a loss on extinguishment of debt of $144, which was recorded in otherloss non-operating (gains)on losses,extinguishment netof innotes payable on the condensed consolidated statements of operations and comprehensive loss.

Termination of At the The Market Offering Agreement

Comparison of the Three Months Ended MarchJune 31,30, 2026 and 2025

Comparison of the SixNine Months Ended MarchJune 31,30, 2026 and 2025

We derive our net revenue primarily from product sales to equipment manufacturers. We recognize product revenue when we satisfy performance obligations under the terms of our contracts and upon transfer of control when title transfers (either upon shipment to or receipt by the customer, as determined by the contractual shipping terms of the contract), net of accruals for estimated sales returns and allowances (which were not material for the sixnine months ended MarchJune 31,30, 2026 and 2025). Sales and other taxes we collect, if any, are excluded from net revenue. We include shipping and handling fees we bill to customers as part of net revenue. We include shipping and handling costs associated with outbound freight in cost of product revenue.

Product revenue was $669$529 for the three months ended MarchJune 31,30, 2026 compared to $1,457$1,503 for the three months ended MarchJune 31,30, 2025, a decrease of $788$974 or 54%.65%. The change is principally driven by a temporary delaydrop in shipmentssales of our radarfiltered andconnectors imaging sensor products within our wireless systems solutions segment, which we expect to resume in the second half of calendar year 2026, as well as lower shipments of our interconnect products.

For the sixnine months ended MarchJune 31,30, 2026, product revenue was $2,004$2,533 compared to $3,408$4,911 for the sixnine months ended MarchJune 31,30, 2025, a decrease of $1,404$2,378 or 41%.48%. The change reflects a temporary delay in shipments of our radar and imaging sensor products, which we expectbegan to resume in near the second half end of calendarthe yearthree 2026,months partiallyended offsetJune by30, an increase in shipments of our interconnect products.2026.

Cost of product revenue was $456$528 for the three months ended MarchJune 31,30, 2026 compared to $1,067$655 for the three months ended MarchJune 31,30, 2025, a decrease decrease of $611$127 or 57%.19%. The change principally reflects the lower shipments of our wireless systems solutions products noted above.

Cost of product revenue was $1,405$1,933 for the sixnine months ended MarchJune 31,30, 2026 compared to $2,257$2,912 for the sixnine months ended MarchJune 31,30, 2025, a decrease of $852$979 or 38%.34%. The change principally reflects the lower shipments of our wireless systems solutions products noted above.

Cost of service revenue was $675$834 for the sixnine months ended MarchJune 31,30, 2026 compared to $716$1,062 for the sixnine months ended MarchJune 31,30, 2025, a decrease of $41$228 or 6%.21%.

Research and development expenses were $428$411 for the three months ended MarchJune 31,30, 2026 compared to $719$486 for the three months ended MarchJune 31,30, 2025, a decrease of $291$75 or 40%.15%. The decrease reflectsprimarily relates to lower costs for employeestock-based compensation and benefits and other costs as part of the Company’s ongoing cost management efforts.expense.

Research and development expenses were $870$1,281 for the sixnine months ended MarchJune 31,30, 2026 compared to $1,330$1,816 for the sixnine months ended MarchJune 31,30, 2025, a decrease of $460$535 or 35%.29%. The decrease reflects lower costs for employee compensation and benefits and other costs as part of the Company’s ongoing cost management efforts.

Selling, general and administrative expenses were $5,847$7,045 for the three months ended MarchJune 31,30, 2026 compared to $8,129$8,208 for the three months ended MarchJune 31,30, 2025, a decrease of $2,282$1,163 or 28%.14%. The change principally reflects a decrease in stock-based compensation expense as well as lower costs under the RaGE Earnout, lower costs for outside legal and accounting services and lower insurance cost.expense.

Selling, general and administrative expenses were $14,819$21,864 for the sixnine months ended MarchJune 31,30, 2026 compared to $23,835$32,043 for the sixnine months ended MarchJune 31,30, 2025, a decrease of $9,016$10,179 or 38%.32%. The change principally reflects a decrease inwas primarily attributable to lower stock-based compensation expenseexpense, aswhich included well$6,917 as lowerrecognized costs underin the RaGEnine Earnout,months ended June 30, 2025 in connection with the acceleration of vesting of certain awards, with no comparable expense in the current-year period. The decrease also reflects lower costs for outside legal and accountingprofessional services costs and lower insuranceemployee cost.compensation and benefits as a result of the Company’s ongoing cost reduction initiatives.

Interest expense was $1,389$868 for the three months ended MarchJune 31,30, 2026 compared to $274$547 for the three months ended MarchJune 31,30, 2025, an increase of $1,115 $321 or 407%.59%. The increase reflects higher outstanding borrowings and higher interest rates on borrowings during the three months ended March 31,June 30, 2026.

Interest expense was $2,769$3,637 for the sixnine months ended MarchJune 31,30, 2026 compared to $485$1,032 for the sixnine months ended MarchJune 31,30, 2025, an increase of $2,605 $2,284 or 471%.252%. The increase reflects higher outstanding borrowings and higher interest rates on borrowings during the sixnine months ended June March 31,30, 2026.

As of MarchJune 31,30, 2026, none of the conditions for the issuance of any earnout shares had been achieved and we adjusted the carrying amount of the earnout liability to its estimated fair value of $280. As a result of changes in the estimated fair value of the liability, we recognized non-cash gains of $0 and $2,220$210 for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and non-cash gains of $960 and $280$490 for the sixnine months ended MarchJune 31,30, 2026 and 2025, respectively.

As a result of the amendments to the warrants, we remeasured the related liabilities to their estimated fair value of $6,912 as of the date of the amendments and we reclassified this amount from “Liability-classified warrants” to “Additional paid-in capital” in the condensed consolidated balance sheet. As consideration for these amendments, we issued the warrant holder an additional warrant to purchase 100,000 shares of our Class A Common Stock at a price of $10.80 per share. We recognized the $514 fair value of the additional warrant as an expense, included in “Other non-operating losses, net” in the condensed consolidated statements of operations and comprehensive loss for the sixnine months ended MarchJune 31,30, 2026.

As a result of changes in the fair value of liability-classified warrants outstanding during the periods, for the three months ended MarchJune 31,30, 2026 and 2025, we recognized net non-cash gains of $108 and net non-cash gains of $612, respectively. For the nine months ended June 30, 2026 and 2025, we recognized net non-cash losses of $105$320 and net non-cash gains of $3,283, respectively. For the six months ended March 31, 2026 and 2025, we recognized net non-cash losses of $428 and net non-cash gains of $625,$1,237, respectively, which are included in “Change in fair value of warrants” in the condensed consolidated statements of operations and comprehensive loss.

As of MarchJune 31,30, 2026 and September 30, 2025, the related liabilities of $375$3,047 and $6,859, respectively, are included in “Liability-classified warrants” in the condensed consolidated balance sheet.

For the three months ended MarchJune 31,30, 2026, other non-operating gains,losses, net of $1,735$553 principally consist of gainslosses on the settlements of certain notes payable and certain other liabilities in shares of our Class A Common Stock. For the sixnine months ended MarchJune 31,30, 2026, other non-operating gains, net of $1,162 $1,036 principally consist of the $514 fair value of the additional warrants issued in connection with amendments to certain warrants and gains on the settlements of certain notes payable and certain other liabilities in shares of our Class A Common Stock.