MOBIX LABS, INC 8-K

What Happened

• Mobix Labs, Inc. announced (Item 1.01 / Item 2.03) that on March 31, 2026 it entered a Securities Purchase Agreement with Leviston Resources, LLC and issued a senior secured convertible promissory note with a $3,000,000 original principal amount. Leviston purchased the note for $2,550,000.
• The company created a direct financial obligation by issuing the note, which bears 10% annual interest from March 31, 2026 and matures July 31, 2026, unless earlier converted into common stock.

Key Details

• Purchaser: Leviston Resources, LLC; Note principal: $3,000,000; Proceeds received: $2,550,000.
• Interest rate: 10% per annum, accruing from March 31, 2026; maturity: July 31, 2026.
• Conversion: Holder may convert principal and accrued interest into Class A Common Stock before maturity. Conversion price = lesser of (A) closing price on March 31, 2026 or (B) 85% of the lowest 8-day VWAP immediately prior to and including the conversion notice.
• Default penalty: after an Event of Default, amounts owed increase to 125% of then-outstanding obligations.
• Registration rights: Mobix will use reasonable efforts to file a registration statement within 14 days and have it declared effective within 30 days of March 31, 2026 to allow resale of shares issuable on conversion.
• Issuance relied on private placement exemptions (Section 4(a)(2) and Rule 506(b)); full agreements will be filed as exhibits in the next Form 10-Q.

Why It Matters

• This is a short-term financing that provides immediate cash (~$2.55M) but creates a near-term repayment obligation (July 31, 2026) unless Leviston converts into equity. Investors should note both the potential dilution if conversion occurs and the company’s obligation to repay in cash if conversion does not happen.
• The conversion formula (including an 85% VWAP floor) and registration rights make conversion shares potentially tradable, impacting share float and liquidity if conversion occurs. The default penalty (125%) increases downside financial exposure if Mobix cannot meet the note terms.