Mobix Labs acquires RaGE Systems for $12M in stock and cash; merger expected May 2024

MOBIX LABS, INC

Total consideration of $12M: $10M in Mobix Class A common stock (based on VWAP) + $2M cash, with $200K at closing, $1M Nov 2024, $800K Apr 2025.
RaGE Systems focuses on 5G, mmWave imaging, and software-defined radio for commercial, industrial, and defense sectors.
Earn-out potential of up to $8M over eight quarters based on satisfaction of certain financial metrics.
Closing subject to customary conditions, expected in May 2024; merger sub will be surviving entity.
Stock issued to two RaGE stockholders in private placement exempt under Section 4(a)(2) of Securities Act.

Key facts

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

MOBIX LABS, INC entered into Business Combination Agreement with RaGe Systems, Inc valued at aggregate consideration of $12,000,000 (effective 2024-05-08).

Action: entry
Agreement: merger
Counterparty: RaGe Systems, Inc
Value: aggregate consideration of $12,000,000
Effective: 2024-05-08

Exact text from the filing

on May 8, 2024, Mobix Labs, Inc., a Delaware corporation (the “Company” or “Mobix Labs”), entered into a Business Combination Agreement (the “Business Combination Agreement”) with RaGe Systems, Inc, a Delaware corporation (“RaGE Systems”), and Mobix Merger Sub III, LLC, a Delaware limited liability company (“Merger Sub”) to acquire RaGE Systems, a leader in radio frequency joint design and manufacturing services for aggregate consideration of $12,000,000.

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Source: SEC EDGAR

accession 0001213900-24-042582

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