Mobix Labs details new debt and equity financings

Mobix Labs, Inc. reported several financing deals that add short-term funding but also introduce potential dilution and collateral pledges.

Rhea-AI Filing Summary

Mobix Labs, Inc. reported several financing deals that add short-term funding but also introduce potential dilution and collateral pledges. The company issued a secured promissory note to Lendspark Corporation for $550,000, bearing fixed interest and maturing in 12 months, which is convertible at Lendspark’s option at any time into up to 2,500,000 shares of Class A common stock at $0.70 per share. Mobix also provided a first-priority security interest in substantially all of its and its subsidiaries’ assets and issued 150,000 commitment shares, with additional “make-whole” share or cash obligations in certain cases.

Through a separate Business Loan and Security Agreement with Maximcash Solutions LLC, Mobix received $600,000 secured by all company assets and issued 93,750 commitment shares while pledging 1,500,000 shares as collateral, usable only on default. In addition, an accredited investor purchased 1,052,725 shares at $0.95 per share, for roughly $1.0 million in gross proceeds, and received a three-year warrant for 500,045 shares at $0.96 per share. All securities were issued under private offering exemptions from registration.

Insights

Capital structure and credit analyst

Mobix raises over $2.1M via secured debt and equity with significant equity-linked features.

Mobix Labs enters three separate transactions that together provide more than $2.1 million of gross funding through a mix of secured debt and equity. The Lendspark note of $550,000 and the Maximcash loan of $600,000 are both secured by substantially all company assets, which increases leverage and encumbers collateral while improving near-term liquidity. The Lendspark note’s conversion feature allows conversion at any time into up to 2,500,000 shares at $0.70 per share, and Mobix also issued 150,000 commitment shares and agreed to potential make-whole share or cash payments.

The Maximcash agreement adds 93,750 commitment shares and a pledge of 1,500,000 shares as collateral that Maxim may use only on default, layering default-contingent equity exposure on top of the asset lien. Separately, the accredited investor equity investment brings roughly $1.0 million of proceeds via 1,052,725 new shares at $0.95 plus a three-year warrant over 500,045 shares at $0.96. Overall, the company enhances working capital and financial flexibility but accepts secured claims and potential dilution from conversion, commitment shares, and warrants.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

FAQ

What financing transactions did Mobix Labs (MOBX) complete in August 2025?

Mobix Labs completed three deals: a $550,000 secured convertible note with Lendspark, a $600,000 secured loan with Maximcash Solutions, and an accredited investor equity purchase of 1,052,725 shares for roughly $1.0 million in gross proceeds.

What are the key terms of the Lendspark financing for Mobix Labs (MOBX)?

Mobix issued Lendspark a secured promissory note for $550,000 with a fixed annual interest rate and 12‑month maturity, convertible at Lendspark’s option at any time into up to 2,500,000 Class A shares at $0.70 per share, plus 150,000 commitment shares, make‑whole provisions, and a first‑priority security interest in substantially all assets.

How is the Maximcash Solutions loan structured for Mobix Labs (MOBX)?

Under a Business Loan and Security Agreement, Maximcash provided $600,000 of loan proceeds secured by all company assets. Mobix issued 93,750 Class A commitment shares and pledged 1,500,000 shares as additional collateral, which Maxim may use only if a default occurs.

What equity did the accredited investor receive from Mobix Labs (MOBX)?

The accredited investor bought 1,052,725 Class A shares at $0.95 per share for about $1.0 million in gross proceeds and received a warrant to purchase 500,045 additional Class A shares at $0.96 per share, exercisable for three years.

How do these Mobix Labs (MOBX) financings affect potential dilution?

Dilution may arise from the Lendspark note’s ability to convert into up to 2,500,000 shares, the 150,000 and 93,750 commitment shares, the 1,052,725 new shares sold to the accredited investor, and the warrant for 500,045 shares, along with possible make‑whole share issuances.

What securities law exemptions did Mobix Labs (MOBX) rely on for these issuances?

The company states that all securities in these transactions were issued under exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933 and/or Rule 506(b) of Regulation D.

What correction did Mobix Labs (MOBX) make in this amended 8-K/A?

Mobix corrected an earlier description of the Lendspark note’s conversion terms, clarifying that Lendspark may convert the note into Class A common stock at any time, rather than only upon default.

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Accepted by SEC EDGAR 09/03/2025 - 06:14 AM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 13, 2025

MOBIX LABS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-40621		98-1591717
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1 Venture, Suite 220 Irvine, California		92618
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (949) 808-8888

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, par value $0.00001 per share		MOBX		Nasdaq Capital Market
Redeemable warrants, each warrant exercisable for one share of Class A Common Stock		MOBXW		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

This Current Report on Form 8-K/A (“Amendment No. 1”) amends the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 21, 2025 (the “Original Filing”) by Mobix Labs, Inc. (the “Company”). This Amendment No. 1 is being filed to correct an inadvertent error contained in the Original Filing relating to the conversion terms of the secured promissory note issued to Lendspark (the “Note”). The Original Filing mistakenly indicated that the Note is convertible at Lendspark’s option only upon default; however, the correct term allows Lendspark to convert the Note at any time. For convenience, we have included in this filing the entirety of Item 3.02 of the Original Filing, as amended to correct the error.

Item 3.02. Unregistered Sales of Equity Securities.

On August 13 and August 15, 2025, Mobix Labs, Inc. (the “Company”) completed a series of financing transactions that enhance the Company’s working capital position and provide additional financial flexibility.

Lendspark Financing

The Company entered into a Securities Purchase Agreement with Lendspark Corporation, pursuant to which it issued a secured promissory note (the “Note”) in the principal amount of $550,000. The Note bears a fixed annual interest rate and matures 12 months from issuance. As part of the financing, the Company issued 150,000 shares of Class A common stock (“Class A Common Stock”) as commitment shares, granted customary registration rights, and provided a first-priority security interest in substantially all assets of the Company and its subsidiaries, subject to permitted liens. The Note is convertible at any time at the option of Lendspark, into up to 2,500,000 shares of the Company’s Class A Common Stock at a fixed conversion price of $0.70 per share. In addition, the Note contains “make-whole” provisions that require the Company to issue a limited number of additional shares or make cash payments under certain circumstances.

Maxim Financing

The Company also entered into a Business Loan and Security Agreement with Maximcash Solutions LLC (“Maxim”), pursuant to which the Company received $600,000 of loan proceeds secured by all assets of the Company. In connection with this financing, the Company issued 93,750 shares of Class A Common Stock as commitment shares and pledged 1,500,000 shares of Class A Common Stock as additional collateral, which may only be utilized by Maxim in the event of default. Maxim was also granted customary registration rights.

Accredited Investor Equity Investment

On August 15, 2025, the Company entered into a Stock Purchase Agreement with an accredited investor for the sale of 1,052,725 shares of Class A Common Stock at a price of $0.95 per share, resulting in gross proceeds of approximately $1.0 million. The investor also received a warrant to purchase 500,045 shares of Class A common stock at $0.96 per share, exercisable for three years.

Exemption

The securities described above were issued pursuant to exemptions from registration under Section 4(a)(2) of the Securities Act of 1933 and/or Rule 506(b) of Regulation D.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Mobix Labs, Inc.
Dated: September 3, 2025	/s/ Keyvan Samini
	Keyvan Samini
	President and Chief Financial Officer