MOBIX LABS, INC 8-K

What Happened

• Mobix Labs, Inc. announced on its May 19, 2026 Form 8‑K that it entered a First Amendment (dated May 13, 2026) with Leviston Resources, LLC to increase a senior secured convertible promissory note from $3.0 million to $4.0 million in exchange for an $833,333 cash advance. The Original Note was originally issued March 31, 2026 and its material terms (including a variable conversion price formula) were previously disclosed on April 3, 2026.
• Between May 12 and May 18, 2026 Leviston converted the entire $4.0 million principal (plus accrued interest) into 2,500,000 shares of Class A Common Stock, satisfying the note in full. Leviston resold those shares under the company’s effective Form S‑1 registration. The filing also documents an Investor Rights Agreement (May 13, 2026) giving Leviston the right—but not the obligation—over seven months to acquire up to an additional $4.0 million of secured convertible notes on substantially similar terms.

Key Details

• Amendment date: May 13, 2026; Original note issued March 31, 2026.
• Increase in principal: from $3.0M to $4.0M for an $833,333 cash advance.
• Conversion: $4.0M principal (plus interest) converted into 2,500,000 shares between May 12–18, 2026.
• Securities treatment: Issuance of the shares relied on Section 3(a)(9) of the Securities Act; any future conversions under the Investor Rights Agreement would rely on the same exemption.
• Ownership note: Leviston never beneficially owned more than 4.99% of Class A shares.

Why It Matters

• This completes a near‑term financing cycle: the company received additional cash (the $833,333 advance) and the outstanding convertible note obligation was extinguished through conversion into equity. That reduces the company’s debt but increases share count.
• Investors should note the immediate dilution from 2,500,000 new Class A shares and the existence of a seven‑month right for Leviston to fund up to $4.0M more in similarly structured convertible notes, which could lead to further dilution if exercised.
• The completed share resale under an effective Form S‑1 means the converted shares were placed into the market, which can affect liquidity and supply of freely tradable stock; all transactions were reported as exempt under Section 3(a)(9).