Mobix Labs Announces Amendment to Senior Secured Convertible Note and Entry into Investor Rights Agreement with Leviston Resources

Key Terms

senior secured convertible note financial

A senior secured convertible note is a loan a company takes that is backed by specific assets and has first claim on repayment ahead of other creditors, but can also be exchanged for company shares under agreed conditions. For investors it signals higher priority if the company struggles (like a mortgage holder vs a general creditor) while also creating potential stock dilution if the loan is converted into equity, affecting value and recovery prospects.

convertible note financial

A convertible note is a type of loan that a company gets from investors, which can later be turned into company shares instead of being paid back in cash. It matters because it helps startups raise money quickly without setting a fixed value for the company right away, making it easier to grow and attract investors.

pari passu financial

An instruction that different claims, securities, or creditors are treated equally and share rights or payments on the same priority level. For investors, it means their position will be paid or have voting power alongside others in the same class rather than being favored or subordinated—think of several people standing in one bus line who all get on together rather than some cutting ahead. That parity affects expected recovery in reorganizations, dividend order, and relative risk.

variable conversion price formula financial

A variable conversion price formula is a rule built into convertible securities that changes the price at which those securities become common shares based on future events or conditions, such as new stock offerings, financing rounds, or specific performance targets. For investors this matters because it determines how much ownership and value they receive when converting—similar to a recipe that adjusts ingredient amounts depending on how many people show up, it protects or shifts dilution and payout outcomes.

form 8-k regulatory

A Form 8-K is a report that companies file with the government to share important news quickly, such as changes in leadership, major business deals, or financial updates. It matters because it helps investors stay informed about significant events that could affect the company's value or stock price.

form 10-q regulatory

A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.

IRVINE, Calif.--(BUSINESS WIRE)-- Mobix Labs, Inc. (Nasdaq: MOBX) today announced that, on May 13, 2026, it entered into agreements with Leviston Resources, LLC (i) amending the Company's existing senior secured convertible note (the "Convertible Note") to increase the principal amount from $3.0 million to $4.0 million in exchange for an additional cash advance of approximately $833,000, and (ii) granting Leviston the right, but not the obligation, to acquire, over a seven-month period, additional senior secured convertible notes of up to $4.0 million in aggregate principal amount on terms substantially similar to the Convertible Note and secured on a pari passu basis. The material terms of the Convertible Note, including its variable conversion price formula, were previously disclosed in the Company's Current Report on Form 8-K filed with the SEC on April 3, 2026. Additional detail will be set forth in the Company's Quarterly Report on Form 10-Q.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the potential issuance of additional senior secured convertible notes under the Investor Rights Agreement, the Company's anticipated use of proceeds from such issuances, the pari passu status of any additional notes, the Company's intended SEC filings, and the satisfaction of conditions to any additional closings. Words such as "anticipate," "believe," "expect," "intend," "may," "plan," "will," "would," and similar expressions are intended to identify forward-looking statements. These statements are based on the Company's current expectations and assumptions and are subject to known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those expressed or implied, including, but not limited to: whether the Investor elects to exercise, in whole or in part, its rights under the Investor Rights Agreement; the dilutive effect on existing stockholders of any conversion of the existing senior secured convertible note or any additional notes issued, including by reason of the variable conversion price formula thereunder; declines in the trading price of the Company's Class A Common Stock, which would directly reduce the conversion price of the notes and increase the number of shares issuable upon conversion; the Company's ability to satisfy its obligations under the notes, including its payment, reservation, registration, and listing obligations; the Company's ability to maintain the listing of its Class A Common Stock on the Nasdaq Capital Market; the Company's ability to obtain any stockholder approval that may be required under Nasdaq Listing Rule 5635(d); the Company's ability to file and maintain the effectiveness of one or more resale registration statements covering the underlying shares; the Company's ability to satisfy conditions precedent to any additional closings; risks associated with the senior secured nature of the notes and the rights of the Investor upon any event of default; and the other risks and uncertainties identified in the Company's filings with the Securities and Exchange Commission, including in the "Risk Factors" section of the Company's most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. Forward-looking statements speak only as of the date hereof, and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law.

About Mobix Labs

Mobix Labs, Inc. (Nasdaq: MOBX) is a defense and dual-use technology company headquartered in Irvine, California, supplying advanced components and wireless technologies to aerospace, defense, homeland security, and other high-reliability applications.

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MOBX Investor Relations Contacts
Chris Eddy or David Collins
Catalyst IR
mobx@catalyst-ir.com or 212-924-9800

Source: Mobix Labs, Inc.