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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):
May 14, 2024
MOBIX LABS, INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-40621 |
|
98-1591717 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
15420 Laguna Canyon Road, Suite 100
Irvine, California |
|
92618 |
(Address of principal executive offices) |
|
(Zip Code) |
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange
on which registered |
Class A Common Stock, par value $0.00001 per share |
|
MOBX |
|
Nasdaq Global Market |
Redeemable warrants, each warrant exercisable for one share of Class A Common Stock |
|
MOBXW |
|
Nasdaq Capital Market |
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 2.02 Results of Operations and Financial Condition.
On May 14, 2024, Mobix Labs,
Inc. issued a press release announcing its financial results for its fiscal quarter ended March 31, 2024. A copy of the press release
is furnished as Exhibit 99.1.
The information furnished
under this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under
the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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.
|
Mobix Labs, Inc. |
|
|
Date: May 14, 2024 |
By: |
/s/ Keyvan Samini |
|
Name: |
Keyvan Samini |
|
Title: |
President and Chief Financial Officer |
2
Exhibit 99.1
Mobix Labs, Inc. Announces
Second Quarter 2024 Financial Results
Quarterly Revenue
up more than 300% sequentially
Successfully signed definitive
agreement to acquire RaGE Systems
Acquisition strategy successfully
expanding end markets and diversifying offerings
IRVINE, Calif.--(BUSINESS WIRE)-- Mobix
Labs, Inc. (Nasdaq: MOBX) (“Mobix Labs” or the “Company”), a fabless semiconductor company developing disruptive
next-generation connectivity solutions for wired, wireless 5G, military, defense, aerospace, and medical industries, today announced its
financial results for the fiscal second quarter ended March 31, 2024.
“I am excited about March quarter’s
execution on foundational milestones including our entering into a definitive agreement for the synergistic acquisition of RaGE Systems,
which is expected to be immediately accretive,” said Fabian Battaglia, CEO of Mobix Labs. “Looking ahead, we have set the
stage for Mobix Labs’ continued best-in-class innovative solutions to capture opportunities in the wireless, connectivity and electromagnetic
filtering industries, which we expect will create a versatile company that serves diverse end markets.”
“We were pleased with our revenue
growth of over 300% sequentially,” commented Keyvan Samini President and CFO of Mobix Labs. “We are growing profitability
and we expect to have access to substantial liquidity through our up to $100 million equity line of credit with B. Riley Principal Capital
II, LLC to support our ambitious growth through strategic acquisition and, in the longer term, we are targeting to achieve a 60% gross
margin and a 30% operating margin on a non-GAAP basis.”
Financial Highlights for Fiscal Second
Quarter of 2024
| · | Revenue: Total
revenue grew to $1.1 million in the second quarter of 2024, a 302% increase from $0.29 million in the first quarter of 2024. |
| · | Loss
from Operations: GAAP loss from operations for the quarter was $8.56 million, compared to a loss of $17.27 million for the first
quarter of 2024. Non-GAAP loss from operations for the quarter was $4.08 million compared to $4.21 million for the first quarter of 2024. |
Recent Business Highlights
| · | Entered
into a definitive agreement to acquire RaGE Systems, which is expected to close later this month, to accelerate industry-leading tech
portfolio in next-generation wireless communications, expanding Mobix Labs’ markets and diversifying product portfolio. |
| · | Announced
a global distribution agreement with Arrow Electronics (“Arrow”), a global provider of technology products and services specializing
in electronic components, enterprise computing and intelligent solutions. Under the agreement, Arrow will initially focus on Mobix Labs’
Electromagnetic Interference (EMI) Filtering products, leveraging the strength of Arrow’s presence in the defense and aerospace
markets. |
| · | Launched
the MBX3110 SP10T high-power radio frequency (RF) switch. This CMOS-based single-pole/ten-throw (SP10T) switch is engineered to meet
the demanding requirements of the land mobile radio (LMR) market, including critical communications for first responders, firefighters,
law enforcement, and military personnel. |
| · | Secured
an equity line of credit with B. Riley Principal Capital II, LLC which provides that upon the satisfaction of certain conditions, Mobix
Labs will have access to up to $100 million. |
| · | Sole
source supplying custom filtered connectors used by Gulfstream Aerospace Corp. Gulfstream designs, develops, manufactures, markets, services
and supports the world’s most technologically advanced business-jet aircraft. |
| · | Began
selling proprietary electromagnetic filtering products to GE HealthCare and PerkinElmer for use in pharmaceutical diagnostics and digital
imaging solutions. |
| · | Announced
MMS Technical Sales, Inc. (“MMS”) as new manufacturer representative for electromagnetic filtering products in the New England
and Upstate New York territories. |
| · | Announced
delivery of key military connectivity solutions, including filtered connector parts in connection with the Tomahawk Missile System. |
| · | Awarded
guidance system component contract in connection with the Javelin Missile System. |
| · | Awarded
M-1 Abrams Tank Army contract for filtered connectors. |
| · | Appointed
electronics industry veteran Michael J. “Mike” Long to its board of directors. |
Financial Outlook
Subject to the closing of the Rage acquisition,
we expect net revenues within a range of approximately $1.8-$2.2 million in the fiscal third quarter of 2024 and a range of $2.6 - $3.2
million in the fiscal fourth quarter of 2024.
Non-GAAP Measures
The Company's results are determined in
accordance with U.S. generally accepted accounting principles (GAAP). Certain information presented reflects adjustments to GAAP measures
that are referred in this presentation as “non-GAAP measures.” Management believes these non-GAAP measures provide a more
comparable analysis of the underlying operating performance of the business.
These non-GAAP measures include the following:
Non-GAAP loss from operations and non-GAAP gross margin. Each of these metrics reflects certain adjustments. Non-GAAP loss from operations
excludes depreciation, amortization, merger and acquisition-related expenses, inventory write-offs and stock-based compensation expenses.
Non-GAAP gross margin excludes amortization of acquisition-related intangible assets, inventory write-offs and stock-based compensation
expenses.
These non-GAAP measures provide the Company
with an understanding of the results from the primary operations of its business. The Company uses these metrics because management believes
they provide more comparable measures to evaluate period-over-period operating performance since they exclude special items that are not
indicative of the Company's core business or operations. These measures may be useful to an investor in evaluating the underlying operating
performance of the Company's business.
Because all companies do not use identical
calculations, the Company's presentation of these non-GAAP financial measures may not be comparable to similarly titled measures used
by other companies. Reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures are provided
in the tables herein.
Conference Call Information
Event: |
Mobix Labs, Inc. Second Quarter 2024 Earnings Call |
Date: |
Tuesday, May 14, 2024 |
Time: |
2:00 p.m. Pacific Time / 5:00 p.m. Eastern Time |
Webcast: |
investors.mobixlabs.com |
Dial-in number: |
(646) 307-1963 // (800) 715-9871 Pin #: 6233081 |
Shortly after the completion of the conference
call, an archived version of the webcast will be available on the Company’s investor relations website at investors.mobixlabs.com.
About Mobix Labs, Inc
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 electromagnetic
filtering products are used in military, aerospace, and medical 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 http://www.mobixlabs.com or
by following us on X @MobixLabsInc and LinkedIn.
Forward-looking Information
This press release and the related earnings
call contain “forward-looking statements” regarding the intent, beliefs or current expectations of the Company for purposes
of the federal securities laws. These forward-looking statements include, but are not limited to, statements regarding Mobix Labs, Inc.
and Mobix Labs, Inc.’s management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. The
words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,”
“project,” “should,” “will,” “would,” “poised” and similar expressions may
identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking
statements in this presentation and discussion may include, for example, statements about (i) our agreement to acquire RaGE Systems and
the anticipated timing of closing, as well as any projections or expectations related to its financial performance or its benefit to us;
(ii) our expectations related to the amount of proceeds available to us pursuant to our equity line of credit with B. Riley Principal
Capital II, LLC; (iii) our financial outlook; (iv) future market conditions and (v) any future product enhancements or developments. These
forward-looking statements are based on information available as of the date of this presentation and discussion, and current expectations,
forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should
not be relied upon as representing our views as of any subsequent date, and we undertake no obligations to update forward-looking statements
to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise,
except as may be required under applicable securities laws. In addition, these forward-looking statements and the information in this
press release and the earnings call are qualified in their entirety by cautionary statements and risk factor disclosures contained in
the Company’s Securities and Exchange Commission filings, including the Company’s Registration Statement on Form S-1 filed
on May 2, 2024. All forward-looking statements in this press release are based on information available to us on the date hereof, and
we assume no obligation to update such statements.
As a result of a number of known and unknown
risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking
statements. Some factors that could cause actual results to differ include (i) the risk that the price of our securities may be volatile
due to a variety of factors, including changes in the highly competitive industries in which we operate, variations in performance across
competitors, changes in laws, regulations, technologies, the global supply chain, and macro-economic and social environments affecting
our business; (ii) the inability to meet future capital requirements and risks related to our ability to raise additional capital including
potential dilution to our stockholders; (iii) the risk that we are unable to successfully commercialize our products and solutions, or
experience significant delays in doing so; (iv) the risk that we may not be able to generate income from operations in the foreseeable
future; (v) the risks concerning our ability to continue as a going concern; (vi) the risk that we experience difficulties in managing
our growth and expanding operations; (vii) the risk that we may not be able to consummate planned strategic acquisitions, or fully realize
anticipated benefits from past or future acquisitions or investments; (viii) the risk that litigation may be commenced against us; (ix)
the risk that our patent applications may not be approved or may take longer than expected, and we may incur substantial costs in enforcing
and protecting our intellectual property; (x) the risk of being an early stage company and that our limited operating history may make
it difficult to evaluate our future prospects and the risks and challenges that we may encounter; (xi) the risk that we cannot predict
whether we will maintain revenue growth; (xii) the risk that the markets for our semiconductor products and solutions are highly competitive;
(xiii) the risk that we may not satisfy the conditions to utilize the committed equity facility with B. Riley Principal Capital II, LLC;
(xiv) our inability to predict the actual gross proceeds we may receive pursuant to the committed equity facility with B. Riley Principal
Capital II, LLC; (xv) the risk that 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; (xvi) the inability to maintain our listing of securities on Nasdaq; (xvii) the
impact of health epidemics, such as the COVID-19 pandemic, on our business and industry and the actions we may take in response thereto
and to other geopolitical concerns; and (xviii) inflation and unfavorable global economic conditions could adversely affect our business.
Mobix Labs, Inc.
Condensed Consolidated Statements of Operations
and Comprehensive Loss
(unaudited, in thousands, except share and per
share amounts)
| |
Three months ended
March 31, | |
Six months ended
March 31, |
| |
2024 | |
2023 | |
2024 | |
2023 |
Net revenue | |
| |
| |
| |
|
Product sales | |
$ | 1,145 | | |
$ | 32 | | |
$ | 1,430 | | |
$ | 711 | |
| |
| | | |
| | | |
| | | |
| | |
Costs and expenses | |
| | | |
| | | |
| | | |
| | |
Cost of revenue | |
| 952 | | |
| 209 | | |
| 1,281 | | |
| 903 | |
Research and development | |
| 1,397 | | |
| 2,633 | | |
| 2,959 | | |
| 6,050 | |
Selling, general and administrative | |
| 7,358 | | |
| 9,029 | | |
| 23,021 | | |
| 14,823 | |
Loss from operations | |
| (8,562 | ) | |
| (11,839 | ) | |
| (25,831 | ) | |
| (21,065 | ) |
| |
| | | |
| | | |
| | | |
| | |
Interest expense | |
| 248 | | |
| 794 | | |
| 1,105 | | |
| 877 | |
Change in fair value of earn-out liability | |
| (5,174 | ) | |
| - | | |
| (29,938 | ) | |
| - | |
Change in fair value of PIPE make-whole liability | |
| (3,336 | ) | |
| - | | |
| (432 | ) | |
| - | |
Change in fair value of private warrants | |
| 420 | | |
| - | | |
| 480 | | |
| - | |
Change in fair value of SAFEs | |
| - | | |
| 508 | | |
| 10 | | |
| 558 | |
Merger-related transaction costs expensed | |
| - | | |
| - | | |
| 4,009 | | |
| - | |
Other non-operating losses, net | |
| 1,049 | | |
| - | | |
| 1,049 | | |
| - | |
Loss before income taxes | |
| (1,769 | ) | |
| (13,141 | ) | |
| (2,114 | ) | |
| (22,500 | ) |
Provision (benefit) for income taxes | |
| (16 | ) | |
| 1 | | |
| (1,296 | ) | |
| 32 | |
Net loss and comprehensive loss | |
| (1,753 | ) | |
| (13,142 | ) | |
| (818 | ) | |
| (22,532 | ) |
Deemed dividend | |
| 661 | | |
| - | | |
| 661 | | |
| - | |
Net loss available to common stockholders | |
$ | (2,414 | ) | |
$ | (13,142 | ) | |
$ | (1,479 | ) | |
$ | (22,532 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net loss per common share: | |
| | | |
| | | |
| | | |
| | |
Basic | |
$ | (0.09 | ) | |
$ | (0.94 | ) | |
$ | (0.06 | ) | |
$ | (1.71 | ) |
Diluted | |
$ | (0.21 | ) | |
$ | (0.94 | ) | |
$ | (0.10 | ) | |
$ | (1.71 | ) |
Weighted-average common shares outstanding: | |
| | | |
| | | |
| | | |
| | |
Basic | |
| 28,045,995 | | |
| 14,025,304 | | |
| 24,259,035 | | |
| 13,189,879 | |
Diluted | |
| 29,199,253 | | |
| 14,025,304 | | |
| 24,914,569 | | |
| 13,189,879 | |
Mobix Labs, Inc.
Reconciliation of GAAP Loss from Operations
to Non-GAAP Loss from Operations
(unaudited, in thousands)
| |
Three Months Ended | |
Six Months Ended |
| |
March 31, | |
March 31, |
| |
2024 | |
2023 | |
2024 | |
2023 |
Computation of non-GAAP loss from operations: | |
| |
| |
| |
|
GAAP loss from operations | |
$ | (8,562 | ) | |
$ | (11,839 | ) | |
$ | (25,831 | ) | |
$ | (21,065 | ) |
Depreciation | |
| 117 | | |
| 112 | | |
| 230 | | |
| 225 | |
Amortization of aquisiton related intangible assets | |
| 399 | | |
| 210 | | |
| 636 | | |
| 421 | |
Merger and acquisiton-related expenses | |
| 2,398 | | |
| 11 | | |
| 2,515 | | |
| 44 | |
Inventory write-off | |
| 125 | | |
| - | | |
| 125 | | |
| - | |
Stock-based compensation expense | |
| 1,441 | | |
| 5,779 | | |
| 14,146 | | |
| 9,635 | |
Non-GAAP loss from operations | |
$ | (4,082 | ) | |
$ | (5,727 | ) | |
$ | (8,179 | ) | |
$ | (10,740 | ) |
| |
Three Months Ended | |
Six Months Ended |
| |
March 31, | |
March 31, |
| |
2024 | |
2023 | |
2024 | |
2023 |
GAAP gross profit: | |
| |
| |
| |
|
GAAP net revenue | |
$ | 1,145 | | |
$ | 32 | | |
$ | 1,430 | | |
$ | 711 | |
GAAP cost of revenue | |
| 952 | | |
| 209 | | |
| 1,281 | | |
| 903 | |
GAAP gross profit | |
$ | 193 | | |
$ | (177 | ) | |
$ | 149 | | |
$ | (192 | ) |
GAAP gross margin % | |
| 16.9 | % | |
| -553.1 | % | |
| 10.4 | % | |
| -27.0 | % |
| |
| | | |
| | | |
| | | |
| | |
Computation of non-GAAP gross profit: | |
| | | |
| | | |
| | | |
| | |
GAAP gross profit | |
$ | 193 | | |
$ | (177 | ) | |
$ | 149 | | |
$ | (192 | ) |
Amortization of aquisiton-related intangible assets | |
| 68 | | |
| 68 | | |
| 136 | | |
| 136 | |
Inventory write-off | |
| 125 | | |
| - | | |
| 125 | | |
| - | |
Stock-based compensation expense | |
| - | | |
| 11 | | |
| - | | |
| 22 | |
Non-GAAP gross profit | |
$ | 386 | | |
$ | (98 | ) | |
$ | 410 | | |
$ | (34 | ) |
Non-GAAP gross margin % | |
| 33.7 | % | |
| -306.3 | % | |
| 28.7 | % | |
| -4.8 | % |
Mobix Labs, Inc.
Condensed Consolidated Balance Sheets
(unaudited, in thousands)
| |
March 31, | |
September 30, |
| |
2024 | |
2023 |
ASSETS |
Current assets | |
| |
|
Cash | |
$ | 2,993 | | |
$ | 89 | |
Accounts receivable, net | |
| 461 | | |
| 53 | |
Inventory | |
| 361 | | |
| 319 | |
Prepaid expenses and other current assets | |
| 633 | | |
| 369 | |
Total current assets | |
| 4,448 | | |
| 830 | |
| |
| | | |
| | |
Property and equipment, net | |
| 1,763 | | |
| 1,859 | |
Intangible assets, net | |
| 11,151 | | |
| 5,287 | |
Goodwill | |
| 10,759 | | |
| 5,217 | |
Operating lease right-of-use assets | |
| 946 | | |
| 1,030 | |
Deferred transaction costs | |
| - | | |
| 4,125 | |
Other assets | |
| 430 | | |
| 400 | |
Total assets | |
$ | 29,497 | | |
$ | 18,748 | |
| |
| | | |
| | |
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK | |
| | | |
| | |
AND STOCKHOLDERS' EQUITY (DEFICIT) | |
| | | |
| | |
Current liabilities | |
| | | |
| | |
Accounts payable | |
$ | 6,693 | | |
$ | 8,995 | |
Accrued expenses and other current liabilities | |
| 7,036 | | |
| 4,519 | |
Deferred purchase consideration | |
| 803 | | |
| - | |
Notes payable | |
| 400 | | |
| 1,286 | |
Notes payable - related parties | |
| 2,763 | | |
| 3,793 | |
Simple agreements for future equity | |
| - | | |
| 1,512 | |
Operating lease liabilities, current | |
| 332 | | |
| 318 | |
Total current liabilities | |
| 18,027 | | |
| 20,423 | |
| |
| | | |
| | |
Earn-out liability | |
| 3,621 | | |
| - | |
PIPE derivative liability | |
| 1,639 | | |
| - | |
Deferred tax liability | |
| 176 | | |
| 86 | |
Operating lease liabilities, noncurrent | |
| 1,109 | | |
| 1,280 | |
Other noncurrent liabilities | |
| 772 | | |
| - | |
Total liabilities | |
| 25,344 | | |
| 21,789 | |
| |
| | | |
| | |
Commitments and contingencies | |
| | | |
| | |
| |
| | | |
| | |
Redeemable convertible preferred stock | |
| - | | |
| 2,300 | |
| |
| | | |
| | |
Stockholders' equity (deficit) | |
| | | |
| | |
Common stock | |
| - | | |
| - | |
Additional paid-in capital | |
| 89,394 | | |
| 78,421 | |
Accumulated deficit | |
| (85,241 | ) | |
| (83,762 | ) |
Total stockholders' equity (deficit) | |
| 4,153 | | |
| (5,341 | ) |
Total liabilities, redeemable convertible preferred stock and stockholders' equity (deficit) | |
$ | 29,497 | | |
$ | 18,748 | |
Contacts
Media Contact:
Jeff Fox, The Blueshirt Group
jeff@blueshirtgroup.com
Investor Contact:
Lori Barker, The Blueshirt Group
lori@blueshirtgroup.com
Source: Mobix Labs, Inc.
v3.24.1.1.u2
Cover
|
May 14, 2024 |
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
May 14, 2024
|
Entity File Number |
001-40621
|
Entity Registrant Name |
MOBIX LABS, INC.
|
Entity Central Index Key |
0001855467
|
Entity Tax Identification Number |
98-1591717
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
15420 Laguna Canyon Road
|
Entity Address, Address Line Two |
Suite 100
|
Entity Address, City or Town |
Irvine
|
Entity Address, State or Province |
CA
|
Entity Address, Postal Zip Code |
92618
|
City Area Code |
949
|
Local Phone Number |
808-8888
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
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|
Entity Emerging Growth Company |
true
|
Elected Not To Use the Extended Transition Period |
false
|
Class A Common Stock, par value $0.00001 per share |
|
Title of 12(b) Security |
Class A Common Stock, par value $0.00001 per share
|
Trading Symbol |
MOBX
|
Security Exchange Name |
NASDAQ
|
Redeemable warrants, each warrant exercisable for one share of Class A Common Stock |
|
Title of 12(b) Security |
Redeemable warrants, each warrant exercisable for one share of Class A Common Stock
|
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