Mobix Labs Announces Convertible Note Financing, Preferred Issuance, and Class B Conversion

What Happened

• Mobix Labs, Inc. announced on August 28, 2026 that it issued a senior secured convertible promissory note to Leviston Resources, LLC with an original principal amount of $1,200,000 (purchase price $1,000,000). The note bears 10% annual interest, accrues from August 28, 2026, and matures December 25, 2026; Leviston may convert outstanding principal and accrued interest into Class A Common Stock before maturity.
• On the same date the company amended prior securities purchase and registration rights agreements with Leviston and Kips Bay Select, LP. Under the Kips amendments the company sold 1,000 shares of Series A 10% Convertible Preferred Stock for aggregate gross proceeds of $1,000, issued a warrant to purchase up to 6,000 additional preferred shares (exercise price $1,000 per share), and issued 834,782 shares of Class A Common Stock as "Extension Shares."
• Separately, on August 24, 2026 all outstanding Class B Common Stock was converted into Class A Common Stock, retired and cancelled; as a result the company now has only Class A Common Stock outstanding and the Class B holders’ special voting and director‑election rights terminated.

Key Details

• Convertible Note: $1,200,000 principal; purchase price $1,000,000; 10% annual interest; maturity Dec 25, 2026; post‑default obligation increases to 125% of outstanding amounts.
• Conversion price (subject to adjustment): the lesser of (A) the closing price on Aug 28, 2026 and (B) 85% of the lowest 8‑day VWAP immediately prior to and including the conversion notice date. Conversion is conditioned on stockholder approval.
• Kips Bay transaction: 1,000 Series A preferred shares for $1,000 total; warrant to buy up to 6,000 preferred shares at $1,000/share (exercisable Aug 28, 2026, expires within 12 months); 834,782 Class A shares issued as consideration. Nasdaq stockholder‑approval limitations may restrict issuance of Class A shares on conversion of the preferred.
• All new securities were issued in reliance on exemptions from registration (e.g., Section 4(a)(2)/Rule 506(b)); registration rights amendments require the company to register resale of shares issuable on conversion.

Why It Matters

• Financing and liquidity: The Leviston convertible note and Kips Bay arrangements provide near‑term financing and additional investor accommodations, but the note matures in less than four months (Dec 25, 2026), so investors should note short repayment/conversion timelines and default penalties.
• Potential dilution and shareholder approval: Both the Leviston note and the Series A preferred are convertible into Class A common stock; conversion is conditioned on stockholder approval and Nasdaq rules could limit share issuances, so dilution depends on future approvals and exercises.
• Governance change: The August 24, 2026 conversion of all Class B shares eliminated the prior 10‑vote‑per‑share Class B structure and terminated the separate Class B director election rights, consolidating voting power into a single Class A common stock class. This is a material change to shareholder voting structure and board composition.