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Mobix Labs Secures $100 Million Committed Equity Facility

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Mobix Labs Inc. announces a $100 million common stock purchase agreement with B. Riley Principal Capital II, , enhancing financial flexibility for future growth and M&A strategy.
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The establishment of a $100 million common stock purchase agreement between Mobix Labs and B. Riley Principal Capital II, LLC represents a strategic move to bolster financial flexibility, which is pivotal for companies like Mobix Labs that are in the growth phase and looking to expand through mergers and acquisitions (M&A). This agreement provides Mobix Labs with a mechanism to access capital in tranches, as needed, which can be advantageous for managing cash flow and minimizing dilution as compared to a one-time stock offering. It's important to note that the discretionary nature of the agreement allows Mobix Labs to control the timing and amount of equity sold, thus potentially reducing the risk of stock price depreciation due to oversupply.

Investors should be aware that such agreements can lead to dilution of existing shares, although the impact can be mitigated if the capital raised is used effectively to generate growth that exceeds the cost of capital. The market's reaction to this news will likely depend on investor confidence in Mobix Labs' growth strategy and the company's ability to execute its M&A plans successfully. In the short term, there may be fluctuations in stock price as the market digests the implications of potential dilution versus the benefits of financial flexibility.

From an M&A perspective, the agreement signals Mobix Labs' intent to be an active player in the consolidation of the semiconductor industry, which is characterized by high development costs and the need for scale to compete effectively. The ability to raise capital as needed provides Mobix Labs with the agility to move quickly on acquisition targets. This is particularly relevant in the semiconductor industry, where the acquisition of intellectual property, talent and market share can significantly accelerate a company's growth trajectory.

However, the success of this strategy hinges on identifying the right targets and integrating them smoothly to realize synergies. The terms of the stock purchase agreement suggest that Mobix Labs is seeking to maintain a strong bargaining position by avoiding the pressure to sell equity at inopportune times, which is important in negotiations with potential acquisition targets. Stakeholders should monitor how effectively Mobix Labs deploys the capital raised through this agreement to ensure that it translates into tangible value creation.

In the context of the rapidly evolving tech landscape, particularly in the 5G sector, the agreement provides Mobix Labs with the capital necessary to invest in R&D and potentially secure a competitive edge. The semiconductor market is subject to swift changes in technology and consumer demand, making financial agility a significant asset. The agreement could be perceived positively if the market views it as a commitment to innovation and staying ahead of market trends.

It will be essential to track how Mobix Labs allocates the funds between M&A activities and internal development projects. An overemphasis on acquisitions could raise concerns about organic growth prospects, while underinvestment in R&D could lead to missed opportunities in technological advancements. The balance between these two will be key to long-term success and will likely influence investor sentiment around Mobix Labs' stock.

Capital Enhances Financial Flexibility for Future Growth and M&A Strategy

IRVINE, Calif.--(BUSINESS WIRE)-- Mobix Labs Inc. (Nasdaq: MOBX) (“Mobix Labs”), a fabless semiconductor company developing disruptive next-generation connectivity solutions that span from wired to next-generation wireless solutions, including 5G, today announced that it has entered into a $100 million common stock purchase agreement (the “agreement”) with B. Riley Principal Capital II, LLC (“B. Riley”).

Under this agreement, B. Riley has committed to purchasing, subject to the satisfaction of certain conditions, up to $100 million of Mobix Labs Class A common stock (the “common stock”), with the per share price to be determined based on market prices. Mobix Labs is under no obligation to sell its common stock under the agreement, and the timing of any sales, are solely at the discretion of Mobix Labs. The price, amount, and maximum number of shares of common stock sold per sale will be determined by the terms of the agreement. Further details about the agreement will be included in a Form 8-K that Mobix Labs will file with the Securities and Exchange Commission (the “SEC”).

Mobix Labs' CEO, Fabian Battaglia, expressed enthusiasm regarding the announcement, highlighting the potential benefits of this new funding source. “This strategic financing is anticipated to enable us to expedite the realization of our growth strategy, particularly in the development of disruptive mmWave 5G and C-Band wireless solutions. Furthermore, it is expected to provide us with a financing source to position us to deliver cutting-edge connectivity and filtering products tailored for next-generation communications systems, with a keen focus on critical sectors such as aerospace, military, and high reliability markets. We are honored to collaborate with B. Riley in the execution of our business model and remain confident in our long-term growth prospects.”

Keyvan Samini, President, and Chief Financial Officer of Mobix Labs, emphasized the significance of this new financial milestone. “We believe that the securing of up to $100 million provides us with financial flexibility essential for accelerating our merger and acquisition strategy. This committed equity facility is anticipated to provide an additional funding source that will help accelerate Mobix Labs' growth trajectory and enhance shareholder value within a shorter timeframe. Our commitment remains steadfast in executing strategic acquisitions aimed at bolstering cash flow and expanding into new markets.”

The issuance of the shares of common stock under the agreement will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of any of the securities referred to in this press release in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

Forward-Looking Statements

This press release contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about capturing additional opportunities in the future, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties, and a number of factors could cause actual results to differ materially from those contained in any forward-looking statement. In some cases, forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “target,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, including without limitation, the inability to satisfy all of the conditions in the agreement necessary to obligate B. Riley to purchase the shares of common stock; the inability of Mobix Labs to access the full $100 million committed equity facility, or a substantial portion thereof, due to the limitations in the agreement, or otherwise; the risks that the trading volume and price limitations will limit Mobix Labs’ ability to access some or all of the committed equity facility; the inability of Mobix Labs to file a registration statement covering the resale of the shares of common stock issued to B. Riley pursuant to the agreement (the “Resale Registration Statement”) with the SEC or the risk that such Resale Registration Statement is never declared effective, or it is declared effective later than expected, thereby impacting Mobix Labs’ ability to utilize the committed equity facility as desired; the risk that Mobix Labs is unable to successfully commercialize its products and solutions, or experiences significant delays in doing so; the risk that Mobix Labs may not be able to generate income from operations in the foreseeable future; the risks concerning Mobix Labs’ ability to continue as a going concern; the inability to maintain the listing of Mobix Labs’ securities on Nasdaq; the risk that the price of Mobix Labs’ securities may be volatile due to a variety of factors, including the sale of a substantial number of shares of common stock, including the sale of shares of common stock by B. Riley that it receives pursuant to the agreement, changes in the highly competitive industries in which Mobix Labs operates, variations in performance across competitors, changes in laws, regulations, technologies, the global supply chain, and macro-economic and social environments affecting Mobix Labs’ business and changes in the combined capital structure; the risk that Mobix Labs experiences difficulties in managing its growth and expanding operations; the risk that Mobix Labs may not be able to consummate planned strategic acquisitions, or fully realize anticipated benefits from past or future acquisitions or investments; the risk that litigation may be commenced against Mobix Labs; the risk that Mobix Labs’ patent applications may not be approved or may take longer than expected, and Mobix Labs may incur substantial costs in enforcing and protecting its intellectual property; Mobix Labs’ reliance on a limited number of customers and retaining those customers; and the impact of health epidemics, such as the COVID-19 pandemic, on Mobix Labs’ business and industry and the actions Mobix Labs may take in response thereto and to other geopolitical concerns. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of our Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on February 20, 2023 and in any subsequent filings with the SEC. All information provided in this press release is as of the date of this press release, and Mobix Labs undertakes no duty to update such information, except as required under applicable law.

About Mobix Labs

Based in Irvine, California, Mobix Labs is a fabless semiconductor company delivering mmWave 5G and C-Band wireless solutions and delivering connectivity and filtering products for next-generation communication systems supporting the aerospace, military, and high-reliability markets. The Company’s True Xero active optical cables are designed to meet customer needs for high-quality active optical cable solutions at an affordable price. The Company’s electromagnetic filtering products, which were acquired in the EMI Solutions, Inc. (“EMI”) acquisition, are used in military and aerospace applications. These technologies are designed for large and rapidly growing markets where there are increasing demands for higher-performance communication and filtering systems that utilize an expanding mix of both wireless and connectivity technologies. More information on the company can be found by visiting www.mobixlabs.com.

Media Contact:

Jeff Fox, The Blueshirt Group

jeff@blueshirtgroup.com

Investor Contact:

Lori Barker, The Blueshirt Group

lori@blueshirtgroup.com

Source: Mobix Labs Inc.

FAQ

What is the purpose of Mobix Labs' $100 million common stock purchase agreement with B. Riley Principal Capital II, ?

The agreement aims to enhance Mobix Labs' financial flexibility for future growth and M&A strategy.

Who is Mobix Labs' partner in the $100 million common stock purchase agreement?

B. Riley Principal Capital II, is Mobix Labs' partner in the agreement.

What type of company is Mobix Labs Inc.?

Mobix Labs Inc. is a fabless semiconductor company developing disruptive next-generation connectivity solutions.

What solutions does Mobix Labs focus on developing?

Mobix Labs focuses on developing solutions ranging from wired to next-generation wireless solutions, including 5G.

Is Mobix Labs obligated to sell its common stock under the agreement?

Mobix Labs is under no obligation to sell its common stock under the agreement.

Mobix Labs, Inc.

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