MOBIX LABS, INC 8-K

What Happened

• MOBIX LABS, INC (MOBX) announced on June 22, 2026 that it issued a senior secured convertible promissory note to Leviston Resources, LLC with an original principal amount of $2.8 million, providing the company approximately $2.3 million in gross proceeds. The note carries a 10% annual interest rate and matures on October 18, 2026. The note was issued as an additional note under the company’s previously disclosed investor rights agreement. The company also entered into a second amendment to its registration rights agreement with Leviston relating to resale registration of shares that may be issued on conversion.

Key Details

• Principal: $2.8 million; gross proceeds to company: ~ $2.3 million.
• Interest: 10% per annum; Maturity: October 18, 2026.
• Conversion: Subject to stockholder approval and note terms; conversion price = lesser of (a) closing price on June 22, 2026, and (b) 85% of the lowest eight-day VWAP immediately prior to and including the conversion notice date.
• Related filings: amendment to registration rights agreement (filed as Exhibit 10.1) and the promissory note (Exhibit 4.1). The company also filed a post-effective amendment to its Form S-1 to deregister 950,000 shares previously registered for potential resale under an equity line.

Why It Matters

• The note increases the company’s near-term debt obligations (10% interest, maturity in ~4 months), and—if converted—would result in issuance of Class A common shares under the specified conversion formula. Conversion requires stockholder approval, and the conversion pricing mechanism could allow conversion at a discount to prevailing market prices. The registration amendment and S-1 deregistration affect how and when conversion shares could be resold. Investors should note the short maturity and potential dilution, as well as the planned registration mechanics disclosed in the filing.